Edgar Filing: CHICAGO MERCANTILE EXCHANGE HOLDINGS INC

Amendment No. 1 to Form S-4

As filed with the Securities and Exchange Commission on June 5, 2007.

Registration No. 333-143282

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 1

FORM S-4

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.

(Exact name of registrant as specified in its charter)


Delaware	6200	36-4459170
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

20 South Wacker Drive

Chicago, Illinois 60606

(312) 930-1000

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Kathleen M. Cronin, Esq.

Managing Director, General Counsel and Corporate Secretary

Chicago Mercantile Exchange Holdings Inc.

20 South Wacker Drive

Chicago, Illinois 60606

(312) 930-1000

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Rodd M. Schreiber, Esq.

Susan S. Hassan, Esq.

Skadden, Arps, Slate,

Meagher & Flom LLP

333 West Wacker Drive

Chicago, Illinois 60606

(312) 407-0700

Bernard W. Dan

President and
Chief Executive Officer

CBOT Holdings, Inc.

141 West Jackson Boulevard

Chicago, Illinois 60604

(312) 435-3500

Scott J. Davis, Esq.

Bruce F. Perce, Esq.

Mayer, Brown, Rowe & Maw LLP

71 South Wacker Drive

Chicago, Illinois 60606

(312) 782-0600

Approximate date of commencement of proposed sale to the public: As soon as practicable following the effectiveness of this registration statement, satisfaction or waiver of the other conditions to closing of the merger described herein, and consummation of the merger.

If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ¨

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ¨

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

The information in this document is not complete and may be changed. We may not sell the securities offered by this document until the registration statement filed with the Securities and Exchange Commission is effective. This document is not an offer to sell these securities, and we are not soliciting an offer to buy these securities, in any state where the offer or sale is not permitted.

PRELIMINARY—SUBJECT TO COMPLETION—DATED JUNE 5, 2007

MERGER PROPOSED—YOUR VOTE IS VERY IMPORTANT

Dear Stockholders and Members:

The boards of directors of Chicago Mercantile Exchange Holdings Inc., or “CME Holdings,” and CBOT Holdings, Inc., or “CBOT Holdings,” have approved revised terms of a merger between our two companies. Upon consummation of the merger, the combined company will be renamed CME Group Inc., or “CME Group.” We also propose to make changes to the constituent documents of Board of Trade of the City of Chicago, Inc., or “CBOT,” in connection with the merger. CBOT will become a subsidiary of CME Group following the merger.

This joint proxy statement/prospectus updates and replaces the joint proxy statement/prospectus dated February 27, 2007 that described the original terms of the merger agreement. The terms of the amended merger agreement are summarized in this joint proxy statement/prospectus, and a copy of the amended merger agreement is attached as Annex A.

If the merger is completed, CBOT Holdings Class A stockholders will be entitled to receive 0.3500 shares of CME Holdings Class A common stock for each share of CBOT Holdings Class A common stock held at the time the merger is completed.

Based on the number of shares of common stock of CME Holdings and CBOT Holdings outstanding on May 10, 2007, the last trading day prior to the public announcement of the revised terms of the merger, immediately after the completion of the merger, CME Holdings stockholders will own approximately 65% of the common stock of CME Group and the CBOT Holdings Class A stockholders immediately prior to the merger will own approximately 35% of the common stock of CME Group.

CME Holdings and CBOT Holdings will each hold a special meeting of its stockholders to consider and vote on the merger, and CBOT will hold a special meeting of its members to obtain approval for certain matters related to the merger.

Every vote is important. Whether or not you plan to attend your company’s special meeting, please take the time to vote by following the instructions on your proxy card. If you previously submitted a proxy for the meetings that were scheduled for April 4, 2007, we do not intend to vote those proxies at the rescheduled meetings on July 9, 2007 and you must vote again by following the instructions on the enclosed proxy card.

The places, dates and times of the stockholder and member meetings are as follows:

For CME Holdings stockholders:

UBS Tower - The Conference Center
One North Wacker Drive
Chicago, Illinois
July 9, 2007
3:00 p.m., Chicago time

For CBOT Holdings Class A stockholders:

Union League Club of Chicago
65 West Jackson Boulevard
Chicago, Illinois
July 9, 2007
3:00 p.m., Chicago time

For CBOT members:

Union League Club of Chicago
65 West Jackson Boulevard
Chicago, Illinois
July 9, 2007
2:30 p.m., Chicago time

We enthusiastically support this combination of our companies and join with our boards in recommending that our stockholders vote “FOR” the adoption of the agreement and plan of merger, and that CBOT members vote “FOR” the matters related to the merger as described in this document.


Sincerely,		Sincerely,

Terrence A. Duffy		Charles P. Carey
Executive Chairman Chicago Mercantile Exchange Holdings Inc.		Chairman CBOT Holdings, Inc. and Board of Trade of the City of Chicago, Inc.

For a discussion of risk factors that you should consider in evaluating the merger and the other matters on which you are being asked to vote, see “ RISK FACTORS” beginning on page 26.

CME Holdings Class A common stock trades on the New York Stock Exchange and the Nasdaq Global Select Market under the symbol “CME” and CBOT Holdings Class A common stock trades on the New York Stock Exchange under the symbol “BOT.”

Neither the Securities and Exchange Commission nor any state securities regulator has approved or disapproved the merger and other transactions described in this document nor have they approved or disapproved the issuance of the CME Holdings Class A common stock to be issued in connection with the merger, or determined if this document is accurate or adequate. Any representation to the contrary is a criminal offense.

This document is dated June 5, 2007, and is being first mailed to CME Holdings stockholders, CBOT Holdings Class A stockholders and CBOT members on or about June 8, 2007.

CERTAIN FREQUENTLY USED TERMS

This document constitutes a prospectus of Chicago Mercantile Exchange Holdings Inc. for the shares of Class A common stock that it will issue to CBOT Holdings, Inc. stockholders in the merger, and a proxy statement for stockholders of Chicago Mercantile Exchange Holdings Inc. and CBOT Holdings, Inc. and members of Board of Trade of the City of Chicago, Inc. Unless otherwise specified or if the context so requires:

•

“CME Holdings” refers to Chicago Mercantile Exchange Holdings Inc. and its wholly owned subsidiaries and “CME” refers to Chicago Mercantile Exchange Inc.

•

“CBOT Holdings” refers to CBOT Holdings, Inc. and its wholly owned subsidiaries and “CBOT” refers to Board of Trade of the City of Chicago, Inc.

•

“CME Group” refers to the combined company and its subsidiaries after completion of the merger.

•

“We,” “us” or “our” refers to (i) prior to completion of the merger, CME Holdings and CBOT Holdings and (ii) after completion of the merger, CME Group.

•

“Lehman Brothers” refers to Lehman Brothers Inc., “William Blair” refers to William Blair & Company, L.L.C., “JPMorgan” refers to J.P. Morgan Securities Inc. and “Lazard” refers to Lazard Frères & Co. LLC.

•

“amended merger agreement” refers to the Agreement and Plan of Merger, dated as of October 17, 2006, among CME Holdings, CBOT Holdings and CBOT, as amended as of December 20, 2006 and May 11, 2007 and as it may be further amended from time to time.

Chicago Mercantile Exchange, CME, the globe logo and Globex are registered trademarks of CME. CBOT, the CBOT Holdings logo and the CBOT logo are registered trademarks of CBOT. S&P, S&P 500, NASDAQ-100, Dow Jones Industrial Average and other trade names, service marks and trademarks that are not proprietary to CME or CBOT are the property of their respective owner.

REFERENCES TO ADDITIONAL INFORMATION

This document incorporates important business and financial information about CME Holdings and CBOT Holdings from other documents that are not included in or delivered with this document. This information is available for you to review at the public reference room of the Securities and Exchange Commission, or the “SEC,” located at 100 F Street, N.E., Room 1580, Washington, DC 20549, and through the SEC’s website, www.sec.gov. You can also obtain those documents incorporated by reference in this document, excluding exhibits to those documents, without charge by requesting them from the appropriate company in writing or by telephone at the following addresses and telephone numbers:

Chicago Mercantile Exchange Holdings Inc.

20 South Wacker Drive

Chicago, Illinois 60606

(312) 930-1000

Attention: Investor Relations

www.cme.com/about/invest

CBOT Holdings, Inc.

141 West Jackson Boulevard

Chicago, Illinois 60604

(312) 435-3500

Attention: Investor Relations

www.cbot.com

If you would like to request documents, please do so by June 29, 2007 in order to receive them before your company’s special meeting.

Information contained in or otherwise accessible through the Internet sites listed above is not a part of this document. All references in this document to these Internet sites are inactive textual references to these URLs and are for your information only.

No person is authorized to give any information or to make any representation with respect to the matters that this document describes other than those contained in this document, and, if given or made, the information or representation must not be relied upon as having been authorized by CME Holdings or CBOT Holdings. This document does not constitute an offer to sell or a solicitation of an offer to buy securities or a solicitation of a proxy in any jurisdiction where, or to any person to whom, it is unlawful to make such an offer or a solicitation. Neither the delivery of this document nor any distribution of securities made under this document shall, under any circumstances, create an implication that there has been no change in the affairs of CME Holdings or CBOT Holdings since the date of this document or that the information contained herein is correct as of any time subsequent to the date of this document.

See “Where You Can Find More Information” beginning on page 195.

VOTING BY INTERNET, TELEPHONE OR MAIL

CME Holdings stockholders of record may submit their proxies by:

Internet. You can vote over the Internet by accessing the website at www.proxyvote.com and following the instructions on the website. Have your proxy card in hand when you access the website because you will have to enter the control number printed on your proxy card. Internet voting is available 24 hours a day. If you vote over the Internet, do not return your proxy card(s).

Telephone. You can vote by telephone by calling the toll-free number 1-800-690-6903 in the United States, Canada or Puerto Rico on a touch-tone phone. You will then be prompted to enter the control number printed on your proxy card and to follow the subsequent instructions. Telephone voting is available 24 hours a day. If you vote by telephone, do not return your proxy card(s).

Mail. You can vote by mail by completing, signing, dating and mailing your proxy card(s) in the postage-paid envelope included with this document. If you elect to vote by mail, you should vote early to ensure that your proxy card is received before the special meeting.

If you hold your shares through a bank, broker, custodian or other recordholder, please refer to your proxy card or the information forwarded by your bank, broker, custodian or other recordholder to see which options are available to you.

CBOT Holdings Class A stockholders of record may submit their proxies by:

Internet. You can vote over the Internet by accessing the website at http://proxy.georgeson.com and following the instructions on the website. Have your proxy card in hand when you access the website because you will have to enter the control number printed on your proxy card. Internet voting is available 24 hours a day. If you vote over the Internet, do not return your proxy card(s).

Telephone. You can vote by telephone by calling the toll-free number 1-800-732-4052 in the United States and Canada on a touch-tone phone. You will then be prompted to enter the control number printed on your proxy card and to follow subsequent instructions. Telephone voting is available 24 hours a day. If you vote by telephone, do not return your proxy card(s).

CBOT members of record may submit their proxies by:

Telephone. You can vote by telephone by calling the toll-free number 1-800-786-8302 in the United States and Canada on a touch-tone phone. You will then be prompted to enter the control number printed on your proxy card and to follow subsequent instructions. Telephone voting is available 24 hours a day. If you vote by telephone, do not return your proxy card(s).

Mail. You can vote by mail by completing, signing, dating and mailing your proxy card(s) in the postage-paid envelope included with this document. If you elect to vote by mail, you should vote early to ensure that your proxy card is received before the special meeting.

LOGO

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 9, 2007

To the Stockholders of CME Holdings:

The board of directors of CME Holdings has called for a special meeting of CME Holdings stockholders to be held on July 9, 2007, at 3:00 p.m., Chicago time, at UBS Tower - The Conference Center, One North Wacker Drive, Chicago, Illinois, for the following purposes:

to consider and vote upon a proposal to adopt the Agreement and Plan of Merger, dated as of October 17, 2006, among CME Holdings, CBOT Holdings and CBOT, as amended as of December 20, 2006 and May 11, 2007, and as it may be further amended from time to time, pursuant to which CBOT Holdings will merge with and into CME Holdings;

to vote upon an adjournment or postponement of the CME Holdings special meeting, if necessary, to solicit additional proxies; and

to transact such other business as may properly be brought before the CME Holdings special meeting or any adjournments or postponements of the CME Holdings special meeting.

Only holders of record of CME Holdings Class A and Class B common stock at the close of business on May 29, 2007, the record date for the special meeting, are entitled to notice of, and to vote at, the CME Holdings special meeting or any adjournments or postponements of the special meeting.

We cannot complete the merger unless holders of a majority of the outstanding shares of CME Holdings Class A and Class B common stock entitled to vote, voting together as a single class, vote in favor of the proposal to adopt the amended merger agreement and thus approve the merger.

For more information about the merger proposal described above and the other transactions contemplated by the amended merger agreement, please review the accompanying joint proxy statement/prospectus and the amended merger agreement attached to it as Annex A.

The board of directors of CME Holdings unanimously recommends that CME Holdings stockholders vote “FOR” the proposal to adopt the amended merger agreement.

Your vote is important. Whether or not you plan to attend the special meeting, please complete, sign and date the enclosed proxy card and return it promptly in the enclosed postage-paid envelope. You may also cast your vote by telephone or by using the Internet as described in the instructions included with your proxy card. Your failure to vote will have the same effect as voting against the merger.

If you previously submitted a proxy for the meeting that was scheduled for April 4, 2007, we do not intend to vote those proxies at the rescheduled meeting on July 9, 2007 and you must vote again by following the instructions on the enclosed proxy card.

By Order of the Board of Directors,

LOGO

Kathleen M. Cronin

Corporate Secretary

Chicago, Illinois

June 5, 2007

PLEASE VOTE YOUR SHARES PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE MERGER PROPOSAL OR ABOUT VOTING YOUR SHARES, PLEASE CALL D.F. KING & CO., INC. AT 1-800-769-7666.

LOGO

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 9, 2007

To the Stockholders of CBOT Holdings:

The board of directors of CBOT Holdings has called for a special meeting of CBOT Holdings Class A stockholders to be held on July 9, 2007, at 3:00 p.m., Chicago time, at Union League Club of Chicago, 65 West Jackson Boulevard, Chicago, Illinois, for the following purposes:

to vote upon an adjournment or postponement of the CBOT Holdings special meeting, if necessary, to solicit additional proxies; and

to transact such other business as may properly be brought before the CBOT Holdings special meeting or any adjournments or postponements of the CBOT Holdings special meeting.

Only holders of record of CBOT Holdings Class A common stock at the close of business on May 29, 2007, the record date for the special meeting, are entitled to notice of, and to vote at, the CBOT Holdings special meeting or any adjournments or postponements of the special meeting.

We cannot complete the merger unless holders of a majority of the outstanding shares of CBOT Holdings Class A common stock entitled to vote in favor of the proposal to adopt the amended merger agreement and thus approve the merger.

The board of directors of CBOT Holdings unanimously recommends that CBOT Holdings Class A stockholders vote “FOR” the proposal to adopt the amended merger agreement and “FOR” the adjournment or postponement of the CBOT Holdings special meeting, if necessary, to solicit additional proxies.

By Order of the Board of Directors,

LOGO

Paul J. Draths

Vice President and Secretary

Chicago, Illinois

June 5, 2007

LOGO

NOTICE OF SPECIAL MEETING OF MEMBERS

TO BE HELD ON JULY 9, 2007

To the Series B-1 and Series B-2 Members of CBOT:

The board of directors of CBOT has called for a special meeting of members, to be held on July 9, 2007, at 2:30 p.m., Chicago time, at Union League Club of Chicago, 65 West Jackson Boulevard, Chicago, Illinois, for the following purposes:

to consider and vote upon a proposal that CBOT Holdings repurchase the outstanding share of Class B common stock of CBOT Holdings held by the CBOT Subsidiary Voting Trust immediately prior to the completion of the merger of CBOT Holdings with and into CME Holdings pursuant to the Agreement and Plan of Merger, dated as of October 17, 2006, among CME Holdings, CBOT Holdings and CBOT, as amended as of December 20, 2006 and May 11, 2007, and as it may be further amended from time to time;

to consider and vote upon the approval of an amended and restated certificate of incorporation of CBOT to become effective concurrently with the completion of the merger of CBOT Holdings with and into CME Holdings;

to vote upon an adjournment or postponement of the CBOT special meeting, if necessary, to solicit additional proxies; and

to transact such other business as may properly be brought before the CBOT special meeting or any adjournments or postponements of the CBOT special meeting.

Only holders of record of CBOT Series B-1 and Series B-2 memberships at the close of business on May 29, 2007, the record date for the special meeting, are entitled to notice of, and to vote at, the CBOT special meeting or any adjournments or postponements of the special meeting.

It is a condition to the completion of the merger of CBOT Holdings and CME Holdings that the proposals described above are approved by the CBOT members at the special meeting.

For more information about the proposals described above, the merger and the other transactions contemplated by the amended merger agreement, please review the accompanying joint proxy statement/prospectus and the form of amended and restated certificate of incorporation of CBOT and the amended merger agreement attached to the joint proxy statement/prospectus as Annexes H and A, respectively.

The board of directors of CBOT unanimously recommends that CBOT members vote “FOR” each of proposals 1, 2 and 3 described above.

By Order of the Board of Directors,

LOGO

Paul J. Draths

Vice President and Secretary

Chicago, Illinois

June 5, 2007

PLEASE VOTE PROMPTLY. YOU CAN FIND INSTRUCTIONS FOR VOTING ON THE ENCLOSED PROXY CARD. IF YOU HAVE QUESTIONS ABOUT THE PROPOSALS OR ABOUT VOTING YOUR MEMBERSHIPS, PLEASE CALL GEORGESON, INC. AT 1-866-834-7793.

TABLE OF CONTENTS


SUMMARY		1
Questions and Answers About the Merger		1
Other Information Regarding the Merger		10
The Amended Merger Agreement		15
The Companies		20
Comparative Stock Price and Dividends		20
Summary Historical Financial Data		21
Summary Historical Consolidated Financial Data of CME Holdings		22
Summary Historical Consolidated Financial Data of CBOT Holdings		23
Summary Unaudited Pro Forma Condensed Combined Financial Data		24
Comparative Per Share Data		25
RISK FACTORS		26
FORWARD-LOOKING STATEMENTS		36
THE SPECIAL MEETING OF CME HOLDINGS STOCKHOLDERS		38
General		38
Purpose of the CME Holdings Special Meeting		38
Record Date and Voting		38
Vote Required		39
Recommendation of the Board of Directors		39
Revocability of Proxies		39
Attending the Special Meeting		40
Voting Electronically or by Telephone		40
Solicitation of Proxies		40
THE SPECIAL MEETING OF CBOT HOLDINGS CLASS A STOCKHOLDERS		41
General		41
Purpose of the CBOT Holdings Special Meeting		41
Record Date and Voting		41
Vote Required		42
Recommendations of the Board of Directors, the Special Transaction Committee and the Non-ER Members Committee		42
Revocability of Proxies		43
Attending the Special Meeting		43
Voting Electronically or by Telephone		43
Solicitation of Proxies		44
THE SPECIAL MEETING OF CBOT MEMBERS		45
General		45
Purpose of the Special Meeting of CBOT Members		45
Record Date and Voting		45
Proposal 1 – Repurchase of Class B Common Stock by CBOT Holdings		46
Proposal 2 – Approval of the Amended and Restated Certificate of Incorporation of CBOT		46
Vote Required		48
Revocability of Proxies		49
Attending the Special Meeting		49
Voting by Mail, Electronically or by Telephone		49
Solicitation of Proxies		49
THE MERGER		50
Background of the Merger		50
CME Holdings’ Reasons for the Merger; Recommendation of CME Holdings’ Board of Directors		78
CBOT Holdings’ and CBOT’s Reasons for the Merger; Recommendation of CBOT Holdings’ and CBOT’s Boards of Directors		81
Recommendations of CBOT Holdings’ Special Transaction Committee and Non-ER Members Committee		85
Conclusions Regarding the ICE Proposal		89


Certain Projections		91
Opinion of Lehman Brothers, Financial Advisor to CME Holdings		95
Opinion of William Blair, Financial Advisor to CME Holdings		103
Opinion of JPMorgan, Financial Advisor to CBOT Holdings		109
Opinion of Lazard, Financial Advisor to the CBOT Holdings Special Transaction Committee		116
General Statement Regarding Certain Analyses of the ICE Proposal		126
Analyses of JPMorgan, Financial Advisor to CBOT Holdings, with Respect to the ICE Proposal		126
Analyses of Lazard, Financial Advisor to the CBOT Holdings Special Transaction Committee, with Respect to the ICE Proposal		128
Interests of CME Holdings Executive Officers and Directors in the Merger		131
Interests of CBOT Holdings Executive Officers and Directors in the Merger		132
Interests of CBOT Holdings Directors Related To Exercise Rights and/or Other CBOT Member Rights		136
Amended and Restated Certificate of Incorporation and Bylaws		138
Board of Directors and Executive Officers of CME Group After Completion of the Merger		139
Stock Exchange Listing		143
Material Contracts Between the Parties		143
Legal Proceedings Regarding the Merger		144
Appraisal Rights		144
THE AMENDED MERGER AGREEMENT		145
The Merger		145
Effective Time and Completion of the Merger		145
Amended and Restated Certificate of Incorporation and Bylaws		145
Board of Directors and Board Officers of CME Group After Completion of the Merger		145
Consideration To Be Received in the Merger		146
Stock Options and Other Equity Rights		146
Conversion of Shares; Exchange of Certificates		147
Representations and Warranties		148
Conduct of Business Pending the Merger		149
Efforts to Complete the Merger		151
No Solicitation of Alternative Transactions		151
Employee Matters		152
Indemnification and Insurance		153
Conditions to Complete the Merger		153
Termination of the Amended Merger Agreement		154
Amendment, Waiver and Extension of the Amended Merger Agreement		156
Fees and Expenses		156
Restrictions on Resales by Affiliates		156
Tender Offer after Completion of the Merger		157
ACCOUNTING TREATMENT		158
REGULATORY APPROVALS		158
United States Antitrust		158
UK Financial Services Authority		159
Commodity Futures Trading Commission		159
Other Notices and Approvals		159
MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER		160
Tax Consequences of the Merger Generally		161
Tax Consequences of the Merger for CME Holdings, CME Holdings Stockholders and CBOT Holdings		161
Tax Consequences of the Merger for CBOT Holdings Stockholders		161
Tax Basis and Holding Period		164
Information Reporting and Backup Withholding		164
Reporting Requirements		164


THE COMPANIES		165
CME Holdings and CME		165
CBOT Holdings and CBOT		165
MARKET PRICE AND DIVIDEND DATA		167
CME Holdings		167
CBOT Holdings		168
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION FOR CME GROUP		169
NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION FOR CME GROUP		173
COMPARATIVE RIGHTS OF STOCKHOLDERS OF CBOT HOLDINGS AND CME HOLDINGS PRIOR TO AND AFTER THE MERGER		179
COMPARATIVE RIGHTS OF CBOT MEMBERS PRIOR TO AND AFTER THE MERGER		190
LEGAL MATTERS		194
EXPERTS		194
SUBMISSION OF FUTURE STOCKHOLDER PROPOSALS		194
CME Holdings		194
CBOT Holdings		194
CBOT		195
WHERE YOU CAN FIND MORE INFORMATION		195


ANNEXES
Agreement and Plan of Merger, dated as of October 17, 2006, as amended as of December 20, 2006 and May 11, 2007		A-1
Opinion of Lehman Brothers, dated as of May 11, 2007		B-1
Opinion of William Blair, dated as of May 11, 2007		C-1
Opinion of JPMorgan, dated as of May 11, 2007		D-1
Opinion of Lazard, dated as of May 11, 2007		E-1
CME Group Certificate of Incorporation.		F-1
CME Group Bylaws		G-1
Amended and Restated CBOT Certificate of Incorporation.		H-1
Amended and Restated CBOT Bylaws		I-1

iii

SUMMARY

This summary highlights selected information from this document and may not contain all of the information that is important to you. You should carefully read this entire document, including the Annexes, and the other documents to which this document refers to fully understand the merger and the related transactions. See “Where You Can Find More Information” on page 195. Most items in this summary include a page reference directing you to a more complete description of those items.

Questions and Answers About the Merger

Why am I receiving this document?

We are delivering this document to you because on May 11, 2007, CME Holdings, CBOT Holdings and CBOT entered into an amendment to the merger agreement that the parties entered into on October 17, 2006, which is referred to in this document as the “original merger agreement.” This document is a joint proxy statement/prospectus that updates and replaces the joint proxy statement/prospectus dated February 27, 2007 that described the terms of the original merger agreement. The terms of the amended merger agreement are summarized in this document and a copy of the amended merger agreement is attached as Annex A.

This joint proxy statement is being used by both the CME Holdings and CBOT Holdings boards of directors to solicit proxies of CME Holdings and CBOT Holdings stockholders in connection with the amended merger agreement and the merger. This document is also a prospectus being delivered to CBOT Holdings Class A stockholders because CME Holdings is offering shares of its Class A common stock to be issued in exchange for shares of CBOT Holdings Class A common stock if the merger is completed. In addition, this document is a proxy statement used by the CBOT board of directors to solicit proxies of CBOT Series B-1 and Series B-2 members in connection with certain of the matters or transactions contemplated by the amended merger agreement.

What will happen in the proposed transaction?

Under the terms of the amended merger agreement, CBOT Holdings will be merged with and into CME Holdings, with CME Holdings continuing as the surviving entity. Upon the completion of the merger, which we also refer to as the “effective time,” the name of the combined company will be changed to CME Group Inc. Following the merger, CME and CBOT will be subsidiaries of CME Group. These matters are referred to in this document as the “merger.” Members of CBOT immediately prior to the merger will continue to be members of CBOT immediately following the merger. Also, stockholders of CME Holdings will continue to be stockholders of CME Group following the merger.

For additional information, see “The Amended Merger Agreement—The Merger” beginning on page 145.

What will CBOT Holdings Class A stockholders receive in the merger?

Upon the completion of the merger, for each share of CBOT Holdings Class A common stock owned, CBOT Holdings Class A stockholders will be entitled to receive 0.3500 shares of CME Holdings Class A common stock, or the “exchange ratio.”

Based on the number of shares of CBOT Holdings Class A common stock outstanding on May 29, 2007 and assuming a closing sales price of CME Holdings Class A common stock of $535.25, which was the closing

price of CME Holdings Class A common stock on June 4, 2007, the last date prior to filing this document for which it was practicable to obtain this information, the aggregate market value of the consideration to be received in the merger, without regard to the value of outstanding options, was approximately $9.9 billion.

The value of the merger consideration will fluctuate with the market price of CME Holdings Class A common stock.

See “The Amended Merger Agreement—Consideration To Be Received in the Merger” beginning on page 146.

What terms of the merger changed in the amended merger agreement?

The merger consideration for each share of CBOT Holdings Class A common stock increased from 0.3006 shares of CME Holdings Class A common stock (or an amount of cash equal to 0.3006 multiplied by the average closing sales price of CME Holdings Class A common stock for the period of the ten consecutive trading days ending on the second full trading day prior to completion of the merger, subject to proration) to 0.3500 shares of CME Holdings Class A common stock (with no cash election). See “The Amended Merger Agreement—Consideration to be Received in the Merger” beginning on page 146.

The termination fee payable by CBOT Holdings or CME Holdings, as the case may be, in certain circumstances if the merger is not completed increased from $240.0 million to $288.0 million. See “The Amended Merger Agreement—Termination of the Amended Merger Agreement” beginning on page 154.

The number of members of the board of directors of CME Group after the merger increased from 29 to 30, with the number of CBOT Directors increasing from nine to ten. See “The Merger—Board of Directors and Executive Officers of CME Group After Completion of the Merger” beginning on page 141.

Subject to certain limitations, CBOT Holdings may pay a quarterly cash dividend of $0.29 per outstanding share of CBOT Holdings common stock in each of the three month periods ending September 30, 2007 and December 31, 2007. CBOT Holdings may not, however, pay a dividend in any such three month period in which the completion of the merger occurs or is expected to occur. If the merger is not completed prior to March 31, 2008, CBOT Holdings may pay a quarterly cash dividend to holders of record on March 31, 2008 of CBOT Holdings common stock, calculated based upon an agreed-upon formula. See “The Amended Merger Agreement—Conduct of Business Pending the Merger” beginning on page 149.

After completion of the merger, CME Group will commence and consummate a tender offer for up to $3.5 billion, or 6,250,000 shares, of CME Holdings Class A common stock at a fixed cash price of $560.00 per share, which is referred to in this document as the “tender offer.” The tender offer will be open to CBOT Holdings stockholders that receive CME Holdings stock in connection with the merger, as well as existing CME Holdings stockholders. See “The Merger—Board of Directors and Executive Officers of CME Group After Completion of the Merger—Tender Offer Committee” beginning on page 142 and “The Amended Merger Agreement— Tender Offer After Completion of the Merger” beginning on page 157.

Aside from these and conforming changes, the amended merger agreement is substantively unchanged from the original merger agreement.

Do I have the right to elect to receive cash in the merger?

No. The original merger agreement included a cash election provision, subject to proration, but the amended merger agreement does not.

Q:	Will there be restrictions on the transfer of the shares of CME Holdings Class A common stock I receive in the merger?

No. The shares of CME Holdings Class A common stock to be issued in connection with the merger will be freely tradeable following receipt unless you are an affiliate of CBOT Holdings within the meaning of the federal securities laws, which will generally be the case only if you are a director, executive officer or greater than 10% stockholder of CBOT Holdings.

Q:	Why didn’t the CBOT Holdings board of directors accept the ICE proposal?

A:	The reasons for the determination of the board of directors of CBOT Holdings that the proposal from IntercontinentalExchange, Inc., or “ICE,” to merge with CBOT Holdings was not a “Superior Proposal” within the meaning of the original merger agreement, included the following material factors:

•

the belief that a combination with ICE would take longer to integrate and would involve significantly greater execution risks than a combination with CME Holdings;

•

the belief that a combined CBOT Holdings/CME Holdings would be better able to compete in a rapidly changing industry than a combined CBOT Holdings/ICE;

•

CME Holdings’ longer operating history and history as a public company;

•

the relative experience in the futures industry of the board members and management at CBOT Holdings and ICE, and that under the ICE proposal the combined business would be overseen and managed by a board comprised of a majority of ICE directors and ICE management;

•

under the ICE proposal, CBOT Holdings’ stockholders would own a majority of the stock of the combined company but CBOT Holdings’ directors would constitute a minority of the combined company’s board of directors;

•

a combination with CME Holdings would create the world’s most diverse global exchange, offering a broad range of derivatives products based on interest rates, equity indexes, foreign exchange, agricultural and industrial commodities, energy and alternative investment products;

•

the fact that the market prices of CME Holdings Class A common stock and ICE’s common stock fluctuate for a number of reasons, including reasons unrelated to operating performance, making a comparison of short-term value less certain; and

•

the belief that a combination with CME Holdings in accordance with the terms of its revised proposal offered greater overall benefits to CBOT Holdings stockholders than a combination with ICE in accordance with the terms of its proposal.

See “The Merger—Conclusions Regarding the ICE Proposal” beginning on page 89.

Q:	If I am a CBOT member, will I continue to be a CBOT member following the merger?

A:	Yes. CBOT members immediately prior to the merger will continue to be CBOT members immediately following the merger. As a result of the merger, CBOT will become a subsidiary of CME Group. In addition, CBOT’s constituent documents will be amended, which will affect some of your rights.

For additional information, see “The Special Meeting of CBOT Members” beginning on page 45 and “Comparative Rights of CBOT Members Prior to and After the Merger” beginning on page 190.

Q:	Will CBOT members need to own CME Group Class A common stock following the merger to qualify for fee preferences or to meet member firm or clearing member requirements?

A:	Yes. We currently expect CBOT’s stock ownership requirements for fee preferences or to meet member firm or clearing member requirements to continue following the merger, although the share requirements will be adjusted to reflect the merger and the exchange ratio.

For example, effective July 1, 2007, a non-Futures Commission Merchant, or “FCM,” CBOT member firm must have 18,112 shares of CBOT Holdings Class A common stock registered on its behalf to qualify as a clearing member for purposes of clearing its own trades. Immediately following the merger (and assuming the merger is completed in July 2007), a non-FCM CBOT member firm will need to have 6,339.2 shares of CME Group Class A common stock (calculated by multiplying 18,112 by the exchange ratio of 0.3500) registered on its behalf to continue to qualify as a clearing member for purposes of clearing its own trades. As announced on May 21, 2007, CBOT’s stock ownership requirements for clearing and equity members have been reduced in recognition of the increase in value of CBOT Holdings Class A common stock used to satisfy such requirements.

Q:	What are CBOE exercise rights and will they be affected by the merger?

The certificate of incorporation of Chicago Board Options Exchange, Inc., or “CBOE,” provides that members of CBOT who apply for membership at CBOE and who otherwise qualify shall, so long as they remain members of CBOT, be entitled to become members of CBOE without the necessity of acquiring such membership for consideration or value. This right is referred to as the “exercise right,” and members of CBOT who have become members of CBOE pursuant to this right are referred to as “exerciser members.”

CBOE has filed with the SEC a proposed interpretation of CBOE’s rules under which the exercise rights would terminate upon completion of the merger, subject to the right of exerciser members as of December 11, 2006 to continue to be exerciser members for an unspecified interim period following the merger. The proposed rule interpretation was initially filed with the SEC on December 12, 2006, and an amendment to the proposed rule interpretation was filed with the SEC on January 16, 2007. On February 6, 2007, the SEC published a notice to solicit comments on the proposed rule interpretation, with comments due on or before February 27, 2007.

CBOT Holdings and CBOT intend to oppose CBOE’s proposed rule interpretation and vigorously defend the rights of CBOT members to become or remain exerciser members of CBOE pursuant to the exercise rights. In August 2006, CBOT Holdings, CBOT and certain CBOT members, acting for themselves and as representatives of a class of similarly situated members, filed a lawsuit in Delaware state court to determine the rights of exerciser members and exercise right holders in connection with CBOE’s proposed demutualization. In January 2007, the plaintiffs filed an amendment to the complaint in this lawsuit which added claims seeking to bar CBOE from terminating the exercise rights upon completion of the merger. We cannot assure you as to the outcome of the CBOE’s proposed rule interpretation or the Delaware litigation.

For additional information, see “Risk Factors—Additional Risks Relating to CBOT Members” beginning on page 32.

Q:	Why have CME Holdings and CBOT Holdings decided to merge?

A:	CME Holdings and CBOT Holdings believe that substantial benefits to their stockholders and customers can be obtained as a result of the merger, including:

•

CME Group becoming the world’s most diverse global exchange, with greater financial, operational and other resources;

•

the addition of significant volume to CME Holdings’ highly leveragable operating model;

•

the diversity of products that CME Group will offer;

•

customers’ access to distinct products and services on a unified trading platform;

•

the possibility of significant cost savings to both customers and CME Group;

•

the ability to secure the benefits from the parties’ common clearing arrangement, which is scheduled to expire in 2009; and

•

the proposed board and management arrangements, which would position CME Group with strong leadership and experienced operating management.

For additional information, see “The Merger—CME Holdings’ Reasons for the Merger; Recommendation of CME Holdings’ Board of Directors” beginning on page 78 and “The Merger—CBOT Holdings’ and CBOT’s Reasons for the Merger; Recommendation of CBOT Holdings’ and CBOT’s Board of Directors” beginning on page 81.

Q:	When and where are the rescheduled special meetings?

In connection with the original merger agreement, each of CME Holdings, CBOT Holdings and CBOT scheduled a special meeting of its stockholders or members, as applicable, on April 4, 2007. Each of the CME Holdings, CBOT Holdings and CBOT special meetings was rescheduled to July 9, 2007 as detailed below.

The CME Holdings special meeting will be held at UBS Tower - The Conference Center, One North Wacker Drive, Chicago, Illinois, on July 9, 2007 at 3:00 p.m., Chicago time. All holders of CME Holdings Class A and Class B common stock at the close of business on May 29, 2007, the record date for the CME Holdings special meeting, are invited to attend the special meeting. If you attend, you will be asked to present valid picture identification, such as a driver’s license or passport, and, if you are not a stockholder of record, evidence from your broker that you are a CME Holdings stockholder and are eligible to attend the meeting, such as a letter or account statement from your broker or bank. Stockholders will not be allowed to use cameras, recording devices and other electronic devices at the meeting. For additional information, see “The Special Meeting of CME Holdings Stockholders” beginning on page 38.

The CBOT Holdings special meeting will be held at Union League Club of Chicago, 65 West Jackson Boulevard, Chicago, Illinois on July 9, 2007 at 3:00 p.m., Chicago time. All holders of CBOT Holdings Class A common stock at the close of business on May 29, 2007, the record date for the CBOT Holdings special meeting, are invited to attend the special meeting. If you attend, you will be asked to present valid picture identification, such as a driver’s license or passport, and, if you are not a stockholder of record, evidence from your broker that you are a CBOT Holdings Class A stockholder and are eligible to attend the meeting, such as a letter or account statement from your broker or bank. Stockholders will not be allowed to use cameras, recording devices and other electronic devices at the meeting. For additional information, see “The Special Meeting of CBOT Holdings Class A Stockholders” beginning on page 41.

The CBOT special meeting of members will be held at Union League Club of Chicago, 65 West Jackson Boulevard, Chicago, Illinois on July 9, 2007 at 2:30 p.m., Chicago time. Although only holders of Series B-1 and Series B-2 memberships in CBOT at the close of business on May 29, 2007, the record date for the special meeting, are entitled to vote at the special meeting, all holders of memberships in CBOT as of the record date are invited to attend the special meeting. If you attend, you may be asked to present valid picture identification, such as a driver’s license or passport. Members will not be allowed to use cameras, recording devices and other electronic devices at the meeting. For additional information, see “The Special Meeting of CBOT Members” beginning on page 45.

Q:	What vote is required to approve the merger?

A:	We cannot complete the merger unless the stockholders of CME Holdings and CBOT Holdings vote to adopt the amended merger agreement and thereby approve the merger. In addition, it is a condition to

completion of the merger that certain proposals be approved by CBOT members, as discussed in the answer to the next question.

For CME Holdings, the amended merger agreement must be adopted by the holders of a majority of the outstanding shares of CME Holdings Class A and Class B common stock voting together as a single class. Each holder of a share of CME Holdings Class A or Class B common stock as of the close of business on May 29, 2007, the record date for the CME Holdings special meeting, will be entitled to one vote for each share of CME Holdings Class A or Class B common stock held of record at the close of business on the record date.

For CBOT Holdings, the amended merger agreement must be adopted by the holders of a majority of the outstanding shares of CBOT Holdings Class A common stock entitled to vote. Each holder of a share of CBOT Holdings Class A common stock as of the close of business on May 29, 2007, the record date for the CBOT Holdings special meeting, will be entitled to one vote for each share of CBOT Holdings Class A common stock held of record at the close of business on the record date.

At the close of business on May 29, 2007, the record date for the CME Holdings special meeting, directors and executive officers of CME Holdings had or shared the power to vote in the aggregate approximately 205,158 shares of CME Holdings Class A and Class B common stock, representing less than 1% of the voting power of the then outstanding shares of CME Holdings Class A and Class B common stock as a single class. Each CME Holdings director and executive officer has indicated his or her present intention to vote, or cause to be voted, the shares of CME Holdings common stock owned by him or her for the approval of the amended merger agreement and the merger.

At the close of business on May 29, 2007, the record date for the CBOT Holdings special meeting, directors and executive officers of CBOT Holdings had or shared the power to vote in the aggregate approximately 507,000 shares of CBOT Holdings Class A common stock, or approximately 1% of the then outstanding shares of CBOT Holdings Class A common stock. Each CBOT Holdings director and executive officer has indicated his or her present intention to vote, or cause to be voted, the shares of CBOT Holdings common stock owned by him or her for the approval of the amended merger agreement and the merger.

What are CBOT members being asked to vote on and what vote is required?

The CBOT members are not being asked to vote on the amended merger agreement or the merger. At the CBOT special meeting of members, CBOT Series B-1 and Series B-2 members will be asked to vote (i) to approve the repurchase by CBOT Holdings of the outstanding share of CBOT Holdings Class B common stock held by the CBOT Subsidiary Voting Trust immediately prior to the completion of the merger, referred to in this document as the “repurchase” and (ii) to approve the adoption of the amended and restated certificate of incorporation of CBOT to become effective concurrently with completion of the merger. It is a condition to completion of the merger that these proposals be approved by the CBOT members.

The holders of a majority of the outstanding voting power of the CBOT Series B-1 and CBOT Series B-2 membership interests, voting together as a single class, must approve the repurchase, and the affirmative vote of a majority of the votes cast by the holders of the CBOT Series B-1 and Series B-2 membership interests, voting together as a single class, must approve the adoption of the amended and restated certificate of incorporation of CBOT. Each holder of a Series B-1 membership of CBOT as of the close of business on May 29, 2007, the record date for the special meeting of CBOT members, will be entitled to one vote for each Series B-1 membership held of record at the close of business on the record date, and each holder of a Series B-2 membership of CBOT as of the close of business on the record date will be entitled to one-sixth of one vote for each Series B-2 membership held of record at the close of business on the record date. Holders of CBOT Series B-3, Series B-4 and Series B-5 membership interests do not have voting rights in connection with the transactions contemplated by the amended merger agreement.

If I am a CBOT member that also owns CBOT Holdings Class A common stock, what do I vote on?

CBOT Series B-1 and Series B-2 members that are also CBOT Holdings Class A stockholders must vote separately as both a CBOT member and a CBOT Holdings Class A common stockholder. The vote of CBOT members to approve the repurchase and the amended and restated certificate of incorporation of CBOT is separate and distinct from the vote of CBOT Holdings Class A common stockholders to adopt the amended merger agreement and thus approve the merger. Each of the proposals must be approved for the merger to be completed. You will receive, along with this document, separate proxy cards for each vote, so CBOT Series B-1 and Series B-2 members that are also CBOT Holdings Class A stockholders should be sure to vote both proxy cards so that their vote is counted at each meeting. For additional information, see “The Special Meeting of CBOT Members” beginning on page 45.

Are there risks associated with the merger and the related transactions that I should consider in deciding how to vote?

Yes. There are a number of risks related to the merger of CME Holdings and CBOT Holdings and the related transactions that are discussed in this document and in other documents incorporated by reference in this document. Please read with particular care the detailed description of the risks associated with the merger on pages 26 through 35 and in the CME Holdings and CBOT Holdings SEC filings referred to in “Where You Can Find More Information” beginning on page 195.

When do the parties currently expect to complete the merger?

We currently expect the transaction to close mid-year 2007. However, we cannot assure you when or if the merger will occur. We must first obtain the approval of CME Holdings stockholders and CBOT Holdings Class A stockholders at the stockholder meetings, the CBOT membership approvals at the member meeting and the necessary regulatory approvals or expiration of applicable waiting periods, among other closing conditions.

What do I need to do now in order to vote?

A:	After you have carefully read this document, please respond as soon as possible so that your shares or membership interests, as the case may be, will be represented and voted at your special meeting:

•

by completing, signing and dating your proxy card and returning it in the postage-paid envelope; or

•

by submitting your proxy by the other methods described in this document.

What if I already voted? Do I need to vote again?

If you previously submitted a proxy for a meeting scheduled for April 4, 2007, we do not intend to vote those proxies at the rescheduled meetings on July 9, 2007 and you must vote again by following the instructions on the enclosed proxy card.

If I am a CBOT Holdings Class A stockholder, should I send in my CBOT Holdings Class A common stock certificates with my proxy card?

No. Please DO NOT send your CBOT Holdings Class A common stock certificates with your proxy card. You should carefully review and follow the instructions regarding the surrender of your stock certificates set forth in the letter of transmittal that will be mailed to you promptly after completion of the merger.

How do I vote my shares if my shares are held in “street name”?

You should contact your broker or bank. Your broker or bank can give you directions on how to instruct the broker or bank to vote your shares. Your broker or bank will not vote your shares unless the broker or bank receives appropriate instructions from you. You should therefore provide your broker or bank with instructions as to how to vote your shares.

Additional information on voting procedures is located beginning on page 38 for CME Holdings stockholders, on page 41 for CBOT Holdings Class A stockholders and on page 45 for CBOT.

How will my proxy be voted?

If you vote by completing, signing, dating and returning your signed proxy card, your proxy will be voted in accordance with your instructions. You may also vote by telephone or Internet. If your proxy card is properly executed and received in time to be voted, the shares or membership interests, as applicable, represented by your proxy card will be voted in accordance with the instructions that you mark on your proxy card. If you sign, date, and send your proxy and do not indicate how you want to vote, your shares or membership interests, as applicable, will be voted “FOR” approval of the applicable proposals.

Additional information on voting procedures is located beginning on page 38 for CME Holdings stockholders, on page 41 for CBOT Holdings Class A stockholders and on page 45 for CBOT members.

What if I want to change my vote after I have delivered my proxy card?

You may change your vote at any time before your proxy is voted at your special meeting. If you are the record holder of your shares or membership interests, as the case may be, you can do this in one of three ways. First, you can send a written notice stating that you would like to revoke your proxy. Second, you can complete and submit a new valid proxy bearing a later date by mail or by telephone or Internet. Third, you can attend the applicable special meeting and vote in person. Attendance at any of the meetings will not in and of itself constitute revocation of a proxy. If you hold shares of CME Holdings Class A common stock or CBOT Holdings Class A common stock in “street name,” you should contact your broker or bank to give it instructions to change your vote.

If you are a CME Holdings stockholder and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or new proxy to CME Holdings c/o ADP, 51 Mercedes Way, Edgewood, NY 11717, and it must be received prior to the special meeting.

If you are a CBOT Holdings Class A stockholder and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or new proxy to CBOT Holdings c/o Georgeson Inc., Wall Street Station, P.O. Box 1100, New York, NY 10269-0646, and it must be received prior to the special meeting.

If you are a CBOT member and you choose to send a written notice or to mail a new proxy, you must submit your notice of revocation or new proxy to CBOT c/o Georgeson Inc., Wall Street Station, P.O. Box 1100, New York, NY 10269-0646, and it must be received prior to the special meeting.

Can I dissent and require appraisal of my shares?

A:	No. Neither CME Holdings stockholders, CBOT Holdings Class A stockholders nor CBOT Members have dissenters’ rights in connection with the merger.

How important is my vote?

A:	Every vote is important. You should be aware that:

•

Because the required vote of CME Holdings stockholders to adopt the amended merger agreement is based upon the number of outstanding shares of CME Holdings Class A common stock and CME

Holdings Class B common stock, rather than upon the number of shares actually voted, the failure by a CME Holdings stockholder to submit a proxy or to vote in person at the CME Holdings special meeting, abstentions and “broker non-votes” will have the same effect as a vote against adoption of the amended merger agreement.

•

Because the required vote of CBOT Holdings Class A stockholders to adopt the amended merger agreement is based upon the number of outstanding shares of CBOT Holdings Class A common stock, rather than upon the number of shares actually voted, the failure by a CBOT Holdings Class A stockholder to submit a proxy or to vote in person at the CBOT Holdings special meeting, abstentions and “broker non-votes” will have the same effect as a vote against adoption of the amended merger agreement.

•

Because the required vote of the holders of the CBOT Series B-1 and Series B-2 memberships to approve the repurchase is based upon the outstanding voting power of CBOT Series B-1 and Series B-2 memberships, rather than upon the voting power of memberships actually voted, the failure by a CBOT Series B-1 or Series B-2 member to submit a proxy or to vote in person at the CBOT special meeting of members and abstentions will have the same effect as a vote against approval of the repurchase.

•

Because the required vote of the holders of the CBOT Series B-1 and Series B-2 memberships to approve the adoption of the amended and restated certificate of incorporation of CBOT is based upon the voting power of memberships actually voted, rather than the voting power of outstanding CBOT Series B-1 and Series B-2 memberships, the failure by a CBOT Series B-1 or Series B-2 member to submit a proxy or vote in person at the CBOT special meeting of members will have no effect on the vote. However, an abstention will have the same effect as a vote against approval of this proposal.

Q:	Who can I call with questions about the stockholder or membership meetings or the merger?

A:	If you are a CME Holdings stockholder and you have questions about the merger or the CME Holdings special meeting of stockholders or you need additional copies of this document, or if you have questions about the process for voting or if you need a replacement proxy card, you should contact:

D.F. King & Co., Inc.

48 Wall Street

22nd Floor

New York, NY 10005

(800) 769-7666

If you are a CBOT Holdings Class A stockholder or a CBOT member and you have questions about the merger or the CBOT Holdings special meeting of stockholders or the CBOT special meeting of members or you need additional copies of this document, or if you have questions about the process for voting or if you need a replacement proxy card, you should contact:

Georgeson, Inc.

17 State Street, 10th Floor

New York, NY 10004

(866) 834-7793

Other Information Regarding the Merger

CME Holdings’ Board of Directors Recommends that CME Holdings Stockholders Vote “FOR” Adoption of the Amended Merger Agreement

CME Holdings’ board of directors has unanimously determined that the merger, the amended merger agreement and the transactions contemplated by the amended merger agreement are advisable, fair to, and in the best interests of, CME Holdings and its stockholders, and unanimously recommends that CME Holdings stockholders vote “FOR” the proposal to adopt the amended merger agreement.

In determining whether to approve the amended merger agreement, CME Holdings’ board of directors consulted with certain members of its senior management and with its legal and financial advisors. In arriving at its determination, the CME Holdings board of directors also considered the factors described under “The Merger—CME Holdings’ Reasons for the Merger; Recommendation of CME Holdings’ Board of Directors” beginning on page 78.

CBOT Holdings’ Board of Directors Recommends that CBOT Holdings Class A Stockholders Vote “FOR” Adoption of the Amended Merger Agreement

CBOT Holdings’ board of directors has unanimously determined that the merger, the amended merger agreement and the transactions contemplated by the amended merger agreement are advisable, fair to and in the best interests of, CBOT Holdings and its stockholders, and unanimously recommends that CBOT Holdings Class A stockholders vote “FOR” the proposal to adopt the amended merger agreement.

In determining whether to approve the amended merger agreement, CBOT Holdings’ board of directors consulted with certain members of its senior management and with its legal and financial advisors. In arriving at its determination, the CBOT Holdings board of directors also considered the factors described under “The Merger—CBOT Holdings’ and CBOT’s Reasons for the Merger; Recommendation of CBOT Holdings’ and CBOT’s Boards of Directors” beginning on page 81.

CBOT’s Board of Directors Recommends that CBOT Members Vote “FOR” Approval of the Repurchase and the Adoption of the Amended and Restated Certificate of Incorporation

CBOT’s board of directors has unanimously determined that the repurchase and the proposed amendments to its certificate of incorporation are advisable and unanimously recommends that CBOT members vote “FOR” approval of the repurchase and adoption of the amended and restated certificate of incorporation.

See “The Special Meeting of CBOT Members” beginning on page 45.

CME Holdings’ Financial Advisors Have Provided Opinions as to the Fairness, from a Financial Point of View, to CME Holdings of the Consideration to be Paid in the Merger

Lehman Brothers and William Blair have provided opinions to the CME Holdings board of directors, dated as of May 11, 2007, that, as of that date, and based on and subject to the qualifications and assumptions set forth in their respective opinions, the consideration to be paid by CME Holdings in the merger with CBOT Holdings was fair, from a financial point of view, to CME Holdings. We have attached the full text of each of Lehman Brothers’ and William Blair’s opinion to this document as Annex B and Annex C, respectively, which set forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by each of Lehman Brothers and William Blair in connection with their respective opinions. We urge you to read the opinions carefully in their entirety. The opinions of Lehman Brothers and William Blair

are addressed to the board of directors of CME Holdings and are one of many factors considered by the board in deciding to approve the amended merger agreement and the transactions contemplated by the amended merger agreement, are directed only to the consideration to be paid in the merger and do not address the underlying decision by CME Holdings to engage in the merger or constitute a recommendation to any stockholder of CME Holdings as to how that stockholder should vote at the CME Holdings special meeting or act on any matter relating to the merger.

Pursuant to engagement letters between each of Lehman Brothers and William Blair, CME Holdings paid Lehman Brothers a $3 million fee upon delivery of Lehman Brothers’ opinion in October 2006 and an additional fee of $13 million will be payable only upon completion of the merger and CME Holdings paid William Blair a $0.75 million fee upon delivery of William Blair’s opinion in October 2006 and an additional fee of $1.25 million will be payable only upon completion of the merger. Neither Lehman Brothers nor William Blair received an additional fee in connection with the delivery of their respective opinions dated May 11, 2007.

See “The Merger—Opinion of Lehman Brothers, Financial Advisor to CME Holdings” beginning on page 97 and “The Merger—Opinion of William Blair, Financial Advisor to CME Holdings” beginning on page 105.

CBOT Holdings’ Financial Advisor Has Provided its Opinion as to the Fairness of the Merger Consideration, from a Financial Point of View, to CBOT Holdings’ Stockholders

JPMorgan has provided its opinion to the CBOT Holdings board of directors, dated as of May 11, 2007, that, as of that date, and subject to and based upon the qualifications and assumptions set forth in its opinion, the consideration to be received by the holders of CBOT Holdings Class A common stock in the merger was fair, from a financial point of view, to such stockholders. We have attached to this document the full text of JPMorgan’s opinion as Annex D, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by JPMorgan in connection with its opinion. We urge you to read the opinion carefully in its entirety. The opinion of JPMorgan is addressed to the board of directors of CBOT Holdings and is among many factors considered by the board in deciding to approve the amended merger agreement and the transactions contemplated by the amended merger agreement, is directed only to the consideration to be paid in the merger and does not constitute a recommendation to any stockholder as to how that stockholder should vote on the amended merger agreement.

Pursuant to an engagement letter between CBOT Holdings and JPMorgan, CBOT Holdings has agreed to pay JPMorgan a fee for its services as financial advisor, a substantial portion of which is contingent upon the consummation of the merger. The total fee will be calculated as 0.3% of the total consideration paid in connection with the merger. Upon delivery of the October 2006 opinion by JPMorgan, JPMorgan became entitled to a portion of the fee in the amount of $2 million. If the proposed merger is consummated, JPMorgan will receive the balance of the fee which, based on the value of the consideration to be paid in connection with the merger as of May 10, 2007, would be approximately $26 million. JPMorgan did not earn an additional fee upon delivering its May 11, 2007 opinion.

See “The Merger—Opinion of JPMorgan, Financial Advisor to CBOT Holdings” beginning on page 111.

Interests of CME Holdings and CBOT Holdings Executive Officers and Directors in the Merger

Stockholders should note that some CME Holdings executive officers and directors and some CBOT Holdings executive officers and directors have interests in the merger that are different from, or in addition to, the interests of other CME Holdings stockholders and CBOT Holdings Class A stockholders, respectively.

Each of CME Holdings’ board of directors and CBOT Holdings’ board of directors was aware of these interests when they voted to approve and adopt the original merger agreement and the amended merger agreement and recommend that their respective stockholders vote to adopt the amended merger agreement.

Information relating to the interests of CME Holdings’ executive officers and directors in the merger is located beginning on page 133 and information relating to the interests of CBOT Holdings’ executive officers and directors in the merger is located beginning on page 134.

Interests of CBOT Holdings Directors Relating to Exercise Rights and/or Other CBOT Member Rights

As described above, CBOE’s certificate of incorporation provides that members of CBOT who apply for membership at CBOE and who otherwise qualify shall, so long as they remain members of CBOT, be entitled to become members of CBOE without the necessity of acquiring such membership for consideration or value. This right, as subsequently amplified in a series of agreements between CBOE, CBOT and, in some cases, CBOT Holdings, is referred to as the “exercise right,” and members of CBOT who have become members of CBOE pursuant to this right are referred to as “exerciser members.” CBOT Holdings directors who hold an exercise right or are exerciser members could have had an incentive to negotiate the consideration, transaction structure or other terms and conditions of the merger to increase or protect the value of the exercise rights, referred to as the “potential exercise rights conflict.” For information regarding the CBOE exercise rights, see “Risk Factors—Additional Risks Relating to CBOT Members.”

In addition, a majority of the directors of CBOT Holdings are members of CBOT. In connection with the merger, CBOT, CBOT Holdings and CME Holdings negotiated the terms of certain amendments to CME Holdings’ amended and restated certificate of incorporation and bylaws and CBOT’s amended and restated certificate of incorporation and bylaws, and the approval of the amendment of CBOT’s amended and restated certificate of incorporation by CBOT members is a condition to the merger. As a result of these amendments, certain rights currently held by Class B members of CBOT will be expanded, preserved, amended, modified or eliminated. Directors of CBOT Holdings who are members of CBOT could have had an incentive to negotiate the terms and conditions of the merger to increase or protect their rights as CBOT members after the merger, which was referred to as the “potential trading rights conflict.”

Information relating to interests of CBOT Holdings directors related to exercise rights and/or other CBOT member rights is located beginning on page 138.

Role and Recommendations of the CBOT Holdings’ Special Transaction Committee and Non-ER Members Committee

CBOT Holdings’ board of directors formed a special transaction committee, or the “special transaction committee,” and an additional separate special committee, which is referred to as the “non-ER members committee,” each comprised of independent and disinterested directors, to address certain potential conflicts of interest of a majority of CBOT Holdings’ directors. The CBOT Holdings special transaction committee acted, with respect to both the potential exercise rights conflict and the potential trading rights conflict, in the interests of CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and who do not otherwise have an exercise right or hold a membership on CBOE pursuant to an exercise right. The CBOT Holdings non-ER members committee acted, with respect to the potential exercise rights conflict, in the interests of CBOT Holdings Class A stockholders (solely in their capacity as CBOT Holdings Class A stockholders) who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right. CBOT Holdings’ board of directors resolved that it would not recommend a transaction with CME Holdings for approval by CBOT Holdings Class A stockholders without the prior favorable recommendation by each special committee.

The special transaction committee unanimously determined that the merger, on the terms and subject to the conditions set forth in the amended merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and do not otherwise have an exercise right or own a membership on CBOE pursuant to an exercise right, and recommended

that CBOT Holdings’ board authorize and approve the amended merger agreement and the merger. The special transaction committee unanimously recommends that CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and do not otherwise have an exercise right or own a membership on CBOE pursuant to such exercise right vote “FOR” the adoption of the amended merger agreement.

The non-ER members committee determined that the merger, on the terms and subject to the conditions set forth in the amended merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right, and recommended that CBOT Holdings’ board authorize and approve the amended merger agreement and the merger. The non-ER members committee recommends that CBOT Holdings Class A stockholders who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right, vote “FOR” the adoption of the amended merger agreement.

In reaching their recommendations, the special committees consulted with their respective legal advisors and, in the case of the special transaction committee, its financial advisor and independent technology consultant, as well as CBOT Holdings’ board of directors and certain of its senior management, and CBOT Holdings’ legal and financial advisors. The non-ER members committee also consulted with the special transaction committee and its legal, financial and other advisors. In reaching their recommendations, the special committees also considered the factors described under “The Merger—Recommendations of CBOT Holdings’ Special Transaction Committee and Non-ER Members Committee” beginning on page 85.

The CBOT Holdings Special Transaction Committee’s Financial Advisor Has Provided its Opinion as to the Fairness of the Exchange Ratio, from a Financial Point of View, to CBOT Holdings’ Class A Stockholders Other Than Stockholders Who Have Exercise Right Privileges at CBOE or Have Exercised such Exercise Right Privileges at CBOE

Lazard has provided its opinion to the CBOT Holdings special transaction committee, dated as of May 11, 2007, that, as of that date, and based upon and subject to the assumptions, limitations and qualifications set forth in the opinion, the exchange ratio was fair, from a financial point of view, to the Class A stockholders of CBOT Holdings other than the stockholders of CBOT Holdings who have exercise right privileges at CBOE or have exercised such exercise right privileges at CBOE. The CBOT Holdings non-ER members committee requested, and Lazard consented to, the non-ER members committee’s reliance on Lazard’s opinion. We have attached to this document the full text of Lazard’s opinion as Annex E, which sets forth, among other things, the assumptions made, procedures followed, matters considered and limitations on the review undertaken by Lazard in connection with its opinion. We urge you to read the opinion carefully in its entirety. The opinion of Lazard is among many factors considered by the special committees in reaching their recommendations, is directed only to the exchange ratio in the merger and does not constitute a recommendation to any stockholder as to how that stockholder should vote on the amended merger agreement. For its services, Lazard received a fee of $3.75 million upon rendering its opinion as of October 17, 2006 and a fee of $3.75 million upon rendering its opinion as of May 11, 2007, and an additional fee of $2.25 million will be payable to Lazard upon consummation of the merger, plus up to an additional $0.5 million at the discretion of the special transaction committee based on the magnitude and complexity of the work performed relative to the parties’ expectations when Lazard was engaged.

See “The Merger—Opinion of Lazard, Financial Advisor to the CBOT Holdings Special Transaction Committee” beginning on page 118.

Amended and Restated Certificate of Incorporation and Bylaws

Upon the completion of the merger, CME Group’s certificate of incorporation and bylaws will be as set forth in the forms attached as Annexes F and G to this document. The certificate of incorporation and bylaws

differ from CME Holdings’ current certificate of incorporation and bylaws in several material respects, including an increase in the authorized number of shares of Class A common stock from 138,000,000 to 1,000,000,000, an increase in the number of directors from 20 to 30 and provisions to reflect the arrangements regarding the board of directors and officers of CME Group after completion of the merger as described below.

See “The Merger—Amended and Restated Certificate of Incorporation and Bylaws” beginning on page 140.

Board of Directors and Executive Officers of CME Group After Completion of the Merger

Upon the completion of the merger, the certificate of incorporation and bylaws of CME Group will provide for a board of directors composed of 30 members. Currently, the holders of CME Holdings’ Class B-1, Class B-2 and Class B-3 common stock have the right to elect six directors to CME Holdings’ board of directors. Following the merger, the holders of the Class B-1, Class B-2 and Class B-3 common stock of CME Group will continue to have the right to elect six directors, who are referred to in this document collectively as the “Class B Directors.” The remaining 24 directors, who are referred to in this document collectively as the “equity directors,” will be elected by the holders of CME Group’s Class A and Class B common stock voting together as a single class.

Upon the completion of the merger, the 30 members of the board of directors of CME Group will consist of the six Class B Directors of CME Holdings as of immediately prior to the merger, the 14 remaining directors of CME Holdings as of immediately prior to the merger, who are referred to in this document collectively as the “CME Directors,” and ten directors of CBOT Holdings as of immediately prior to the merger, who are referred to in this document collectively as the “CBOT Directors.” CME Group’s bylaws contain nominating provisions intended to ensure that, until the annual meeting of stockholders to be held in 2010, at least 20 directors are CME Directors, including the six CME Class B Directors (or their replacements), and at least ten equity directors are CBOT Directors (or their replacements). At least two of the CBOT Directors must at all times be non-industry directors.

Immediately following the completion of the merger, the executive chairman of the board of directors of CME Holdings will serve as the executive chairman of the board of directors of CME Group and the chairman of the board of directors of CBOT Holdings will serve as vice chairman of the board of directors of CME Group, in each case until the 2010 annual meeting of stockholders. Terrence A. Duffy currently serves as executive chairman of the board of directors of CME Holdings and Charles P. Carey currently serves as chairman of the board of directors of CBOT Holdings. Until the 2010 annual meeting of stockholders, any vacancy in the position of chairman of the board of directors will be filled by a majority vote of CME Directors then in office and any vacancy in the position of vice chairman of the board of directors will be filled by a majority vote of CBOT Directors then in office.

During the period, which is referred to in this document as the “transition period,” starting on the date of the completion of the merger and ending on the first business day following the annual meeting of stockholders to be held in 2010, the nominating committee of the board of directors of CME Group will be composed of six directors, consisting of (i) four CME Directors, who are referred to in this document as the “CME nominating representatives,” selected from time to time by the chairman of CME Group and (ii) two CBOT Directors, who are referred to in this document as the “CBOT nominating representatives,” selected from time to time by the vice chairman of CME Group. During the period starting on the date of the completion of the merger and ending on the first business day prior to the annual meeting of stockholders to be held in 2010, the CME nominating representatives have the right to designate any director to be nominated or elected by the board of directors to replace any CME Director whose term expires or who otherwise fails to continue to serve during such period and the CBOT nominating representatives have the same rights with respect to the CBOT Directors.

Upon the completion of the merger, the executive officers of CME Holdings in office immediately prior to the effective time of the merger will continue in the same positions with CME Group, except that Mr. Phupinder

Gill, who currently serves as president and chief operating officer of CME Holdings, will serve as president in the office of the chief executive officer of CME Group. In addition, Bryan Durkin, who currently serves as executive vice president and chief operating officer of CBOT Holdings, will serve as managing director and chief operating officer of CME Group reporting to Mr. Gill. Each of the CME Group executives will serve until their successors have been duly appointed and qualified or until their earlier death, resignation or removal in accordance with the certificate of incorporation and the bylaws of CME Group.

See “The Merger—Board of Directors and Executive Officers of CME Group After Completion of the Merger” beginning on page 141.

The Amended Merger Agreement

The terms and conditions of the merger are contained in the amended merger agreement, which is attached as Annex A to this document. Please carefully read the amended merger agreement as it is the legal document that governs the merger.

Conditions to Completion of the Merger

Each of CME Holdings’ and CBOT Holdings’ obligation to complete the merger is subject to the satisfaction or waiver of a number of mutual conditions, including:

•

the adoption of the amended merger agreement by the CME Holdings and CBOT Holdings Class A stockholders and the approval by the CBOT members of the repurchase and the proposed CBOT amended and restated certificate of incorporation;

•

the approval of the listing of CME Holdings Class A common stock to be issued in the merger and such other shares to be reserved for issuance in connection with the merger, subject to official notice of issuance, on the NYSE and the Nasdaq Global Select Market;

•

the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and similar foreign competition laws shall have terminated or expired and the absence of any pending action by the government to enjoin the merger or impose a burdensome condition within the meaning of the amended merger agreement, and all other required filings with or approvals from any governmental entity or self-regulatory organization shall have been made or obtained without any term or condition that would reasonably be expected to result in a burdensome condition;

•

the absence of any rule, regulation, statute, ordinance, order, injunction, judgment or similar action of a court or other governmental entity or self-regulatory organization having the effect of making the merger illegal or otherwise prohibiting the merger; and

•

the effectiveness of the registration statement of which this document forms a part under the Securities Act.

Each of CME Holdings’ and CBOT Holdings’ obligations to complete the merger is also separately subject to the satisfaction or waiver of a number of other conditions, including:

•

the other party’s representations and warranties in the amended merger agreement being true and correct, without regard to qualifications or limitations as to materiality or material adverse effect, except with respect to most representations and warranties where the failure of such representations and warranties to be true and correct does not have and is not reasonably expected to have a material adverse effect;

•

the performance by the other party in all material respects of its obligations under the amended merger agreement; and

•

the receipt by such party of a legal opinion from its counsel with respect to certain federal income tax consequences of the merger.

In addition, the obligation of CME Holdings to complete the merger is subject to the consummation of the repurchase by CBOT Holdings of its outstanding share of Class B common stock from the CBOT Subsidiary Voting Trust, and the obligation of CBOT Holdings to complete the merger is subject to the appointment of the CBOT Directors to CME Group’s board of directors, executive committee and nominating committee in accordance with the amended merger agreement.

See “The Amended Merger Agreement—Conditions to Complete the Merger” beginning on page 153.

Non-Solicitation

Each of CBOT Holdings and CME Holdings has agreed that it will not initiate, solicit, facilitate or encourage any inquiries or proposals regarding, or take certain other actions in connection with, any acquisition proposals by third parties. If, however, a party receives an unsolicited takeover proposal from a third party that the party’s board of directors or, in the case of CBOT Holdings, the CBOT Holdings special transaction committee, determines in good faith, after consultation with its legal and financial advisors, constitutes a superior proposal or could reasonably be expected to lead to a superior proposal, then that party may furnish information to the third party and engage in negotiations regarding a takeover proposal with the third party, subject to specified conditions.

Each party has agreed that its board of directors will not change its recommendation to its stockholders or members or approve any alternative agreement. However, at any time prior to the applicable stockholder or member approval, the applicable board of directors and, in the case of CBOT Holdings, the CBOT Holdings special transaction committee, may make a change in recommendation in response to a superior proposal or if required to comply with its fiduciary duties, subject to certain conditions.

The amended merger agreement requires each party to call, give notice of and hold a meeting of its stockholders or members, as applicable, for the purposes of obtaining the applicable stockholder or member approval. This stockholder meeting requirement does not apply to a party if the other party terminates the amended merger agreement. In addition, this stockholder meeting requirement does not apply to a party if that party makes a change in recommendation in response to a superior proposal, unless the other party exercises its option, within five business days after the change in recommendation, to cause the applicable board of directors to submit the amended merger agreement to its stockholders for approval, which we refer to as the “stockholder vote option.” If a party exercises its stockholder vote option, it will not be entitled to certain termination rights under the amended merger agreement.

See “The Amended Merger Agreement—No Solicitation of Alternative Transactions” beginning on page 151.

Termination of the Amended Merger Agreement

CME Holdings and CBOT Holdings may mutually agree at any time to terminate the amended merger agreement without completing the merger. Also, either of CME Holdings or CBOT Holdings can terminate the amended merger agreement in various circumstances, including the following:

•

the merger is not completed by October 17, 2007 (other than because of a breach of the amended merger agreement caused by the party seeking termination), provided, that if all conditions to closing, other than the termination or expiration of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act and the absence of any pending action by the government to enjoin the merger or impose a burdensome condition or the receipt of required regulatory approvals, have been satisfied or waived on that date, such date may be extended by either party up to an aggregate of 120 days;

•

a governmental entity or self-regulatory organization has issued a rule, regulation, statute, ordinance, order, injunction, judgment or similar action of a court or other governmental entity or self-regulatory organization having the effect of making the merger illegal or otherwise prohibiting the merger and such action has become final and non-appealable; or

•

the other party has not obtained its required stockholder approval of the merger and related transactions, and in the case of CBOT Holdings, the required CBOT member approval, at its stockholder or member meeting, as applicable.

A party may also terminate the amended merger agreement if:

•

the other party is in material breach of the amended merger agreement after prior written notice of the breach and such material breach remains uncured or is incapable of being cured;

•

the other party is in breach in any material respect of its obligations regarding solicitation of alternative transaction proposals;

•

subject to a party not exercising its stockholder vote option, the other party’s board of directors:

•

fails to authorize, approve or recommend the amended merger agreement to its stockholders;

•

changes its recommendation to its stockholders; or

•

fails to remain silent with respect to a third party tender offer or exchange offer or fails to recommend that its stockholders reject a tender offer or exchange offer within specified time periods; or

•

such party makes a change in recommendation in response to a superior proposal and the other party does not exercise its stockholder vote option.

See “The Amended Merger Agreement—Termination of the Amended Merger Agreement” beginning on page 154.

Termination Fees and Expenses

CBOT Holdings or CME Holdings, as the case may be, must pay a termination fee of $288.0 million to the other party if the amended merger agreement is terminated due to:

•

such party’s breach in any material respect of its obligations regarding solicitation of alternative transaction proposals;

•

subject to the other party not exercising its stockholder vote option, such party’s board of directors (i) failing to authorize, approve or recommend the amended merger agreement to its stockholders, (ii) changing its recommendation to its stockholders or (iii) failing to remain silent with respect to a third party tender offer or exchange offer or failing to recommend that its stockholders reject a tender offer or exchange offer; or

•

such party making a change in recommendation (provided that in connection with a change in recommendation in response to a superior proposal the other party does not exercise its stockholder vote option).

If the amended merger agreement is terminated due to:

•

a party being in uncured willful material breach of the amended merger agreement;

•

a party not obtaining its stockholder approval of the merger and related transactions and, in the case of CBOT Holdings, the required CBOT member approval, at such party’s stockholder or member meeting; or

•

the merger not being completed by October 17, 2007 (as such date may be extended pursuant to the terms of the amended merger agreement) and a party has not obtained its required stockholder approval of the merger and related transactions and, in the case of CBOT Holdings, the required CBOT member approval;

and, in each case, a takeover proposal for such party has been made or announced; then, if such party enters into or consummates the transactions contemplated by the takeover proposal within 12 months of termination of the amended merger agreement, such party must pay a termination fee of $288.0 million to the other party.

If a party is required to pay a termination fee to the other party, such party must also reimburse the other party for its expenses, up to a maximum amount of $6.0 million.

See “The Amended Merger Agreement—Fees and Expenses” beginning on page 156.

Regulatory Approvals Required for the Merger

Completion of the transactions contemplated by the amended merger agreement is subject to the receipt of approvals or consents from, or the making of filings with, various regulatory authorities, including United States antitrust authorities.

CME Holdings and CBOT Holdings have completed, or will complete, filing all of the required applications and notices with applicable regulatory authorities.

See “Regulatory Approvals” beginning on page 158.

U.S. Federal Income Tax Consequences of the Merger

CME Holdings and CBOT Holdings intend for the merger to qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended, or the “Code.” Subject to the limitations and qualifications described under “Material U.S. Federal Income Tax Consequences of the Merger,” in connection with the filing of the registration statement of which this document forms a part Skadden, Arps, Slate, Meagher & Flom LLP, or “Skadden, Arps,” counsel to CME Holdings, has delivered an opinion to CME Holdings, and Mayer, Brown, Rowe & Maw LLP, or “Mayer Brown,” counsel to CBOT Holdings, has delivered an opinion to CBOT Holdings, to the effect that the merger will be treated as a reorganization within the meaning of Section 368(a) of the Code, whether or not any cash received by CBOT Holdings stockholders in the tender offer is treated as merger consideration.

Holders of CBOT Holdings Class A common stock should consult with their own tax advisors as to the tax consequences of the merger and the tender offer in their particular circumstances, including the applicability and effect of the alternative minimum tax and any state, local or foreign and other tax laws and of changes in those laws.

See “Material U.S. Federal Income Tax Consequences of the Merger” beginning on page 160.

Legal Proceedings Regarding the Merger

On March 16, 2007, Louisiana Municipal Police Employees’ Retirement System, or “LAMPERS,” filed a putative class action complaint in the Delaware Court of Chancery against CBOT Holdings, its directors and CME Holdings. The complaint alleges, among other things, that CBOT Holdings and its directors breached their

fiduciary duties related to the CBOT Holdings/CME Holdings merger by failing to fully consider possible alternative transactions, including the March 15, 2007 proposal by ICE; approving allegedly improper deal protection devices including a $240 million termination fee and a no-shop/no-talk provision; and failing to fully disclose material information regarding the process leading to the announcement of the original merger agreement. The complaint further alleges that CME Holdings aided and abetted the alleged breaches of fiduciary duty. The plaintiff seeks to enjoin the CBOT Holdings/CME Holdings merger. On March 19, 2007, the plaintiff filed a motion seeking expedited proceedings. On March 20, 2007, the boards of directors of CBOT Holdings and CBOT determined to postpone the upcoming April 4, 2007 special meetings in order to ensure sufficient time to fully analyze the proposal from ICE. During a March 21, 2007 telephone conference regarding the motion, the plaintiff modified the motion in light of the postponement of the special meetings, and the court ordered that only limited document discovery could proceed on an expedited basis. On April 9, 2007, CBOT Holdings, the director defendants and CME Holdings filed motions to dismiss the complaint. These motions are currently pending before the court. On May 17, 2007, CME Holdings also filed an answer to the complaint and alleged affirmative defenses. On June 4, 2007, the plaintiff filed an amended complaint which included additional allegations regarding alleged breaches by CBOT directors of their fiduciary duties in connection with the original merger agreement, the amended merger agreement and in rejecting the ICE proposal, including favoring the interests of floor traders and themselves over the interests of the putative class, and in connection with the proxy materials for the July 9, 2007 special meeting. We intend to defend vigorously against these allegations and to contest vigorously any attempt to enjoin voting at the special meetings. See “The Merger—Legal Proceedings Regarding the Merger” beginning on page 144.

The Companies

Chicago Mercantile Exchange Holdings Inc.

20 South Wacker Drive

Chicago, Illinois 60606

(312) 930-1000

CME Holdings is the parent company of CME. Founded in 1898, CME is the largest futures exchange in the United States for the trading of futures contracts and options on futures contracts, as measured by 2006 annual trading volume. In 2006, CME customers, who include its members, traded more than 1.3 billion futures contracts and options on futures contracts. CME owns its clearinghouse, which is the largest derivatives clearing operation in the world for futures and options on futures.

See “The Companies—CME Holdings and CME” beginning on page 165.

CBOT Holdings, Inc. and Board of Trade of the City of Chicago, Inc.

141 West Jackson Boulevard

Chicago, Illinois 60604

(312) 435-3500

CBOT Holdings is the parent company of CBOT. Founded in 1848, CBOT is the world’s leading marketplace for agriculture, grains and U.S. Treasury futures as well as options on futures. In 2006, 13% of the global listed futures and options on futures contracts traded on CBOT. In 2006, CBOT’s flagship U.S. Treasury futures and options products traded approximately 608 million contracts and CBOT traded 128 million agricultural futures and options on futures contracts.

See “The Companies—CBOT Holdings and CBOT” beginning on page 165.

Comparative Stock Price and Dividends

Shares of CME Holdings Class A common stock are listed on the NYSE and the Nasdaq Global Select Market and shares of CBOT Holdings Class A common stock are listed on the NYSE. The following table presents the last reported closing sale price per share of CME Holdings Class A common stock and CBOT Holdings Class A common stock, as reported on the New York Stock Exchange Composite Transaction reporting system on June 4, 2007, the last trading day for which this information could be calculated prior to the mailing of this document.


	CME Holdings Class A Common Stock		CBOT Holdings Class A Common Stock		CBOT Holdings Class A Common Stock Equivalent Per Share
June 4, 2007	$	535.25	$	199.60	$	187.34	(1)

(1)	The equivalent per share data for CBOT Holdings Class A common stock was determined by multiplying the closing price of a share of CME Holdings Class A common stock by the exchange ratio in the amended merger agreement of 0.3500.

CME Holdings’ annual dividend target is approximately 30% of the prior year’s cash earnings. The decision to pay a dividend, however, remains with the CME Holdings board of directors and may be affected by various factors, including earnings, financial condition, capital requirements, level of indebtedness, contractual restrictions and other considerations the board of directors deems relevant. Also, the amended merger agreement provides that CME Holdings may not declare or pay dividends except quarterly dividends consistent with past practice. CBOT Holdings has not paid any cash dividends on its common stock, and the amended merger agreement provides that CBOT Holdings may not declare or pay dividends; except that, subject to certain limitations, CBOT Holdings may pay a quarterly cash dividend of $0.29 per outstanding share of CBOT Holdings common stock in each of the three month periods ending September 30, 2007 and December 31, 2007. CBOT Holdings may not, however, pay a dividend in any such three month period in which the completion of the merger occurs or is expected to occur. If the merger is not completed prior to March 31, 2008, CBOT Holdings may pay a quarterly cash dividend to holders of record on March 31, 2008 of CBOT Holdings common stock, calculated based upon an agreed-upon formula. See “The Amended Merger Agreement—Conduct of Business Pending the Merger” beginning on page 149.

See “Market Price and Dividend Data” beginning on page 167.

Summary Historical Financial Data

CME Holdings and CBOT Holdings are providing the following financial information to aid you in your analysis of the financial aspects of the merger. This information is only a summary, and you should read it in conjunction with the historical consolidated financial statements of each of CME Holdings and CBOT Holdings and the related notes contained in the annual reports and other information that each of CME Holdings and CBOT Holdings has previously filed with the SEC and which is incorporated herein by reference. See “Where You Can Find More Information” beginning on page 195.

Summary Historical Consolidated Financial Data of CME Holdings

The following summary historical consolidated financial data as of and for the five years ended December 31, 2006 has been derived from CME Holdings’ audited consolidated financial statements. Historical financial data as of and for the three months ended March 31, 2007 and 2006 has been derived from CME Holdings’ unaudited consolidated financial statements that include, in management’s opinion, all normal recurring adjustments considered necessary to present fairly the results of operations and financial condition of CME Holdings for the periods and at the dates presented. Operating results for the three months ended March 31, 2007 do not necessarily indicate the results that can be expected for the year ending December 31, 2007.


	As of and for the Year Ended December 31,										As of and for the Three Months Ended March 31,
	2006		2005		2004		2003		2002		2007		2006
	(in millions, except per share data)
Income Statement Data:
Total revenues	$	1,089.9	$	889.8	$	721.6	$	531.0	$	446.1	$	332.3	$	251.7
Operating income		620.9		477.6		355.4		201.1		147.2		200.6		138.8
Non-operating income and expense		50.8		30.8		12.2		5.0		7.1		14.8		11.7
Income before income taxes		671.7		508.4		367.7		206.1		154.3		215.4		150.5
Net income		407.3		306.9		219.6		122.1		94.1		130.0		91.4
Earnings per share:
Basic	$	11.74	$	8.94	$	6.55	$	3.74	$	3.24	$	3.73	$	2.64
Diluted		11.60		8.81		6.38		3.60		3.13		3.69		2.61
Cash dividends per share		2.52		1.84		1.04		0.63		0.60		0.86		0.63

Balance Sheet Data (end of period):
Cash and cash equivalents	$	969.5	$	610.9	$	357.6	$	185.1	$	339.3	$	1,139.8	$	715.7
Marketable securities(1)		269.5		307.0		314.1		267.6		7.5		219.3		290.8
Total assets		4,306.5		3,969.4		2,857.5		4,872.6		3,355.0		4,886.5		4,391.0
Short-term debt		—		—		—		1.5		4.7		—		—
Long-term debt		—		—		—		—		2.3		—		—
Shareholders’ equity		1,519.1		1,118.7		812.6		563.0		446.1		1,625.8		1,205.2

(1)

Marketable securities include pledged securities of $100.7 million and $70.2 million at December 31, 2006 and 2005, respectively. Marketable securities include pledged securities of $65.6 million and $70.1 million at March 31, 2007 and 2006, respectively. In March 2007, deferred compensation plan assets were reclassified from other assets to marketable securities. Prior period balances have been adjusted to conform to the current period presentation.

Summary Historical Consolidated Financial Data of CBOT Holdings

The following summary historical consolidated financial data as of and for the five years ended December 31, 2006 has been derived from CBOT Holdings’ audited consolidated financial statements. Historical financial data as of and for the three months ended March 31, 2007 and 2006 has been derived from CBOT Holdings’ unaudited consolidated financial statements that include, in management’s opinion, all normal recurring adjustments considered necessary to present fairly the results of operations and financial condition of CBOT Holdings for the periods and at the dates presented. Operating results for the three months ended March 31, 2007 do not necessarily indicate the results that can be expected for the year ending December 31, 2007.


	As of and for the Year Ended December 31,													As of and for the Three Months Ended March 31,
	2006(2)		2005		2004			2003			2002			2007		2006
	(in millions, except per share data)
Income Statement Data:
Total revenues	$	621.1	$	461.5	$	378.3		$	379.8		$	306.6		$	187.7	$	140.1
Income from operations		276.0		130.5		77.1			119.3			62.1			89.5		55.6
Non-operating income (expense)		17.6		2.1		(2.9	)		(2.5	)		(3.1	)		6.2		2.9
Income before income taxes		293.6		132.6		74.2			116.8			59.0			95.7		58.5
Total income taxes		120.4		55.6		32.8			22.5			24.3			39.9		23.2
Income before equity in unconsolidated subsidiary and minority interest in consolidated subsidiary		173.3		77.0		41.4			94.3			34.7			55.8		35.3
Net income		172.2		76.5		42.0			30.7			34.3			55.4		35.1
Earnings per share:(1)
Basic	$	3.26	$	1.09		n/a			n/a			n/a		$	1.05	$	0.66
Diluted		3.26		1.09		n/a			n/a			n/a			1.05		0.66

Balance Sheet Data (end of period):
Cash and short-term investments	$	491.6	$	341.2	$	105.4		$	142.7		$	85.8		$	550.2	$	358.8
Total assets		811.3		685.9		460.4			484.0			354.2			885.4		730.3
Short-term borrowings		10.7		19.4		20.4			19.7			10.7			—		19.5
Long-term borrowings		—		10.7		31.1			50.0			42.9			—		—
Minority interest		—		—		—			62.9			—			—		—
Total equity		708.4		541.8		293.6			251.3			219.0			763.2		577.4

(1)

Income used in the calculation of earnings per share for 2005 only includes earnings allocated to the period after April 22, 2005, the date CBOT Holdings completed its restructuring transactions. The weighted average number of shares used in the calculation is based on the average number of shares outstanding after April 22, 2005. See Note 7 to CBOT Holdings financial statements included in its Annual Report on Form 10-K for the year ended December 31, 2006 incorporated by reference herein for more information.

(2)

On December 31, 2006, CBOT Holdings adopted Statement of Financial Accounting Standard (“SFAS”) No. 158, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statements No. 87, 88, 106, and 132(R), which requires the overfunded or underfunded status of a defined benefit postretirement plan to be recognized in the statement of financial position and changes in that funded status to be recognized in the year of change in comprehensive income. Upon adopting SFAS No. 158, CBOT Holdings recorded a $14.2 million liability related to the actuarially computed underfunded status of postretirement plans, of which $8.5 million was recorded in other comprehensive income as a reduction to stockholders’ equity and $5.7 million was recorded as a deferred income tax asset.

Summary Unaudited Pro Forma Condensed Combined Financial Data

The following summary unaudited pro forma condensed combined financial data gives effect to the merger based on the assumption that the merger occurred as of or at the beginning of the earliest period presented. The summary unaudited pro forma condensed combined financial data is presented for illustrative purposes only and should not be read for any other purpose. In compliance with SEC requirements, the summary unaudited pro forma condensed combined financial data does not give effect to the anticipated tender offer after completion of the merger, the use of available funds, or the incurrence of debt related to the tender offer. CME Holdings and CBOT Holdings may have performed differently had they always been combined. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that CME Group will experience after the merger. The summary unaudited pro forma condensed combined financial data (i) has been derived from and should be read in conjunction with the CME Group Unaudited Pro Forma Condensed Combined Financial Information and the related notes beginning on page 169 of this document and (ii) should be read in conjunction with the historical consolidated financial statements of CME Holdings and CBOT Holdings incorporated by reference in this document.


	Year Ended December 31, 2006		Three Months Ended March 31, 2007
	(in thousands, except per share data)
Income Statement Data:
Total revenues	$	1,635,629	$	498,272
Operating income		829,698		273,852
Non-operating income and expense		66,686		20,213
Income before income taxes		896,384		294,065
Net income before non-recurring charges directly attributable to the transaction		539,106		175,614
Earnings per share:(1)
Basic	$	10.14	$	3.29
Diluted		10.05		3.27
Cash dividends per share(2)		2.52		0.86

			As of March 31, 2007
Balance Sheet Data:
Cash and cash equivalents			$	1,216,662
Marketable securities				581,648
Total assets				18,037,381
Shareholders’ equity				11,246,679

(1)

The table above combines CME Holdings’ results of operations for the year ended December 31, 2006 and the results of operations for the three months ended March 31, 2007 with CBOT Holdings’ results of operations for the same periods. The pro forma combined diluted earnings per share is based on the combined weighted average number of shares of common stock and common stock equivalents. Common stock equivalents consist of common stock issuable upon the exercise of outstanding stock options and vesting of restricted stock awards.

(2)

CME Group pro forma combined cash dividends per share are the same as the historical amount of cash dividends per share for the year ended December 31, 2006 and the three months ended March 31, 2007 under CME Holdings’ current dividend policy since no change in dividend policy is expected as a result of the merger. Under CME Holdings’ current dividend policy, current year dividends are a function of the prior year’s cash earnings, calculated as net income plus depreciation and amortization expense, plus stock-based compensation, net of its tax effect, and less capital expenditures. The decision to pay a dividend, however, remains at the discretion of the board of directors.

Comparative Per Share Data

The following table sets forth historical per share information of CME Holdings and CBOT Holdings and unaudited pro forma condensed combined per share information after giving effect to the merger under the purchase method of accounting. You should not rely on this information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that CME Group will experience after the merger. The unaudited pro forma condensed combined per share data have been derived from and should be read in conjunction with the CME Group Unaudited Pro Forma Condensed Combined Financial Information and the related notes included in this document beginning on page 169. The historical per share data have been derived from the historical consolidated financial statements as of and for the periods indicated of CME Holdings and CBOT Holdings incorporated by reference in this document.


	Historical CME Holdings		Historical CBOT Holdings		CME Group Pro Forma Combined		Pro Forma Equivalent of One CBOT Holdings Share(1)
Basic earnings per share(2)
Year ended December 31, 2006	$	11.74	$	3.26	$	10.14	$	3.55
Three months ended March 31, 2007		3.73		1.05		3.29		1.15
Diluted earnings per share(2)
Year ended December 31, 2006	$	11.60	$	3.26	$	10.05	$	3.52
Three months ended March 31, 2007		3.69		1.05		3.27		1.14
Book value per share(3)(5)
December 31, 2006	$	43.61	$	13.42	$	n/a	$	n/a
March 31, 2007		46.64		14.46		210.84		73.80
Cash dividends per share(4)
Year ended December 31, 2006	$	2.52		—	$	2.52	$	0.88
Three months ended March 31, 2007		0.86		—		0.86		0.30
Outstanding shares (in thousands)
December 31, 2006		34,836		52,798		53,315		n/a
March 31, 2007		34,862		52,798		53,341		n/a

(1)	The pro forma CBOT Holdings equivalent per share amounts were calculated by applying the exchange ratio of 0.3500 to the pro forma combined basic and diluted earnings per share, book value per share, and cash dividends per share.

(2)

(3)

We computed historical book value per share by dividing CME Holdings’ total shareholders’ equity as of March 31, 2007 and December 31, 2006 by the number of common shares outstanding as of those dates and CBOT Holdings’ total stockholders’ equity as of March 31, 2007 and December 31, 2006 by the number of common shares outstanding as of those dates. We computed the CME Group pro forma combined book value per share amounts by dividing pro forma shareholders’ equity by the pro forma number of shares of CME Group common stock outstanding as of March 31, 2007 (without including outstanding options). See “Unaudited Pro Forma Condensed Combined Balance Sheet” on page 170. The pro forma number of shares of CME Group common stock was calculated as the sum of total shares of CME Holdings common stock outstanding plus the shares expected to be issued in the merger.

(4)

The historical amount represents cash dividends per share for the year ended December 31, 2006 and the three months ended March 31, 2007 under CME Holdings’ current dividend policy. CME Group pro forma combined cash dividends per share are the same as historical since no change in dividend policy is expected as a result of the merger. Under CME Holdings’ current dividend policy, current year dividends are a function of the prior year’s cash earnings, calculated as net income plus depreciation and amortization expense, plus stock-based compensation, net of its tax effect, and less capital expenditures. The decision to pay a dividend, however, remains at the discretion of the board of directors.

RISK FACTORS

In addition to the other information contained in or incorporated by reference into this document, including each of CME Holdings’ and CBOT Holdings’ Annual Report on Form 10-K for the fiscal year ended December 31, 2006 and their Quarterly Reports on Form 10-Q and the matters addressed under the heading “Forward-Looking Statements” beginning on page 36 of this document, you should carefully consider the following risk factors in deciding whether to vote in favor of the proposals described in this document.

Risks Relating to the Merger

Because the market price of CME Holdings Class A common stock will fluctuate, CBOT Holdings Class A stockholders cannot be sure of the market value of the merger consideration they will receive.

Upon the completion of the merger, for each share of CBOT Holdings Class A common stock that they own, CBOT Holdings Class A stockholders will be entitled to receive 0.3500 shares of CME Holdings Class A common stock. Because the exchange ratio will not be adjusted to reflect any changes in the market price of CME Holdings Class A common stock prior to the closing date, the market value of the CME Holdings Class A common stock issued in the merger and the CBOT Holdings Class A common stock surrendered in the merger may be higher or lower than the market values of these shares on earlier dates.

Any change in the market price of CME Holdings Class A common stock prior to completion of the merger will affect the market value of the merger consideration that CBOT Holdings Class A stockholders will receive upon the completion of the merger. Accordingly, at the time of the CBOT Holdings special meeting and prior to the effective time, CBOT Holdings Class A stockholders will not necessarily know or be able to calculate the market value of the merger consideration they would receive upon the completion of the merger. Stock price changes may result from a variety of factors, including general market and economic conditions, changes in our respective businesses, operations and prospects, governmental actions, legal proceedings and developments, market assessments of the benefits of the merger, the likelihood that the merger will be completed and the timing of completion, the prospects of post-merger operations, regulatory considerations and other factors. Many of these factors are beyond our control. Neither CME Holdings nor CBOT Holdings is permitted to terminate the amended merger agreement solely because of changes in the market price of the other party’s common stock.

In addition, the merger may not be completed until a significant period of time has passed after the special meetings. As a result, the market values of CME Holdings Class A common stock and CBOT Holdings Class A common stock may vary significantly from the date of the special meetings to the date of the completion of the merger. You are urged to obtain up-to-date prices for CME Holdings Class A common stock and CBOT Holdings Class A common stock. See “Market Price and Dividend Data” beginning on page 167 for ranges of historic prices of CME Holdings Class A common stock and CBOT Holdings Class A common stock.

We may fail to realize all of the anticipated benefits of the merger.

The success of the merger will depend, in part, on our ability to achieve the anticipated cost synergies and other strategic benefits from combining the businesses of CME Holdings and CBOT Holdings. We expect CME Group to benefit from operational synergies resulting from the consolidation of capabilities and elimination of redundancies as well as greater efficiencies from increased scale, market integration and more automation. However, to realize these anticipated benefits, we must successfully combine the businesses of CME Holdings and CBOT Holdings. If we are not able to achieve these objectives, the anticipated cost synergies and other strategic benefits of the merger may not be realized fully or at all or may take longer to realize than expected. We may fail to realize some or all of the anticipated benefits of the transaction in the amounts and times projected for a number of reasons, including that the integration may take longer than anticipated, be more costly than anticipated or have unanticipated adverse results relating to CME Holdings’ or CBOT Holdings’ existing businesses.

The integration of the businesses and operations of CME Holdings and CBOT Holdings involves risks, and the failure to integrate successfully the businesses and operations in the expected time frame may adversely affect CME Group’s future results.

Historically, CME Holdings and CBOT Holdings have operated as independent companies, and they will continue to do so until the completion of the merger. The management of CME Group may face significant challenges in consolidating the functions of CME Holdings and CBOT Holdings and their subsidiaries, integrating their technologies, organizations, procedures, policies and operations, as well as addressing differences in the business cultures of the two companies and retaining key personnel. In connection with the merger, CME Group expects to integrate certain operations of CME and CBOT, including consolidating the two trading floors, transitioning CBOT’s electronic trading to the CME Globex platform and consolidating regulatory functions. The integration will be complex and time consuming, and require substantial resources and effort. The integration process and other disruptions resulting from the merger may disrupt each company’s ongoing businesses or cause inconsistencies in standards, controls, procedures and policies that adversely affect our relationships with members of CME and CBOT and other market participants, employees, regulators and others with whom we have business or other dealings. Also, CME Holdings’ hosting agreement with the New York Mercantile Exchange, or NYMEX, generally limits CME Holdings’ ability to list products on the CME Globex platform (or allow others to list products on CME Globex) that compete with NYMEX products that are listed on CME Globex, which are primarily energy and metals products. In addition, difficulties in integrating the businesses or regulatory functions of CME Holdings and CBOT Holdings could harm the reputation of CME Group.

CME Holdings and CBOT Holdings will incur transaction, integration and restructuring costs in connection with the merger.

CME Holdings and CBOT Holdings expect to incur significant costs associated with transaction fees, professional services and other costs related to the merger. Specifically, CME Holdings and CBOT Holdings expect to incur approximately $111 million for transaction costs related to the merger. CME Group also will incur integration and restructuring costs following the completion of the merger as CME Group integrates the business of CBOT Holdings with that of CME Holdings. Although CME Holdings and CBOT Holdings expect that the realization of efficiencies related to the integration of the businesses will offset incremental transaction, merger-related and restructuring costs over time, this net benefit may not be achieved in the near term, or at all.

Failure to complete the merger could materially and adversely affect CME Holdings’ and CBOT Holdings’ results of operations and stock price.

Consummation of the merger is subject to a number of closing conditions, including approval by CME Holdings stockholders, CBOT Holdings stockholders and CBOT members. If these conditions are not satisfied and the merger is not completed, the price of CME Holdings and CBOT Holdings stock may decline. In addition, if the merger is not completed, the results of operations of CME Holdings and CBOT Holdings could suffer adverse consequences, without the benefits of having completed the merger, including:

•

CME Holdings and CBOT Holdings will remain liable for significant fees for professional services and other transaction costs.

•

Under certain circumstances described under “The Amended Merger Agreement - Termination of the Amended Merger Agreement - Termination Fees and Expenses” beginning on page 155, CME Holdings or CBOT Holdings, respectively, would be required to pay a termination fee to the other party in the amount of $288 million, plus up to $6 million in expenses. For instance, CBOT Holdings would be required to pay the termination fee, plus expenses, to CME Holdings if approval of the CBOT Holdings stockholders is not obtained, the merger agreement is terminated and CBOT Holdings enters into an agreement with respect to the ICE proposal in the 12 months after termination of the merger agreement (although CBOT Holdings likely would seek to be reimbursed for the termination fee).

•

Matters relating to the merger, including integration planning, have required substantial commitments of time and resources by CME Holdings and CBOT Holdings, which could otherwise have been devoted to other opportunities that may have been beneficial to CME Holdings or CBOT Holdings, as the case may be.

•

Capital investments previously budgeted by CME Holdings and CBOT Holdings, respectively, may have been delayed due to the pending transaction, and would need to be made if the merger were not completed, potentially on an accelerated timeframe, which could prove costly and more difficult to implement.

The fairness opinions obtained by CME Holdings and CBOT Holdings from their respective financial advisors will not reflect changes in circumstances between signing the amended merger agreement and the merger.

CME Holdings and CBOT Holdings have not obtained updated opinions as of the date of this document from Lehman Brothers and William Blair, CME Holdings’ financial advisors, JPMorgan, CBOT Holdings’ financial advisor, or Lazard, CBOT Holdings special transaction committee’s financial advisor. Changes in the operations and prospects of CME Holdings or CBOT Holdings, general market and economic conditions and other factors which may be beyond the control of CME Holdings or CBOT Holdings, and on which the fairness opinions were based, may alter the value of CME Holdings or CBOT Holdings or the prices of shares of CME Holdings Class A common stock or CBOT Holdings Class A common stock by the time the merger is completed. The opinions are based on the information in existence on the date delivered and will not be updated as of the time the merger will be completed. Because CME Holdings and CBOT Holdings currently do not anticipate asking their respective financial advisors to update their opinions, the opinions given at the time the amended merger agreement was signed do not address the fairness of the merger consideration, from a financial point of view, at the time of the special meetings or at the time the merger is completed. For a description of the opinions that CME Holdings and CBOT Holdings received from their respective financial advisors, please refer to “The Merger—Opinion of Lehman Brothers, Financial Advisor to CME Holdings,” “The Merger—Opinion of William Blair, Financial Advisor to CME Holdings,” “The Merger—Opinion of JPMorgan, Financial Advisor to CBOT Holdings,” and “The Merger—Opinion of Lazard, Financial Advisor to the CBOT Holdings Special Transaction Committee.” For a description of the other factors considered by the boards of directors of CME Holdings and CBOT Holdings in determining to approve the merger, please refer to “The Merger—CME Holdings’ Reasons for the Merger; Recommendation of CME Holdings’ Board of Directors,” “The Merger—CBOT Holdings’ and CBOT’s Reasons for the Merger; Recommendation of CBOT Holdings’ and CBOT’s Board of Directors,” and “The Merger—Recommendations of CBOT Holdings’ Special Transaction Committee and Non-ER Members Committee.”

The amended merger agreement limits CME Holdings’ and CBOT Holdings’ ability to pursue alternatives to the merger.

Each of CBOT Holdings and CME Holdings has agreed that it will not initiate, solicit, facilitate or encourage any inquiries or proposals regarding, or take certain other actions in connection with, any acquisition proposals by third parties, subject to limited exceptions, including in the event a party receives an unsolicited takeover proposal from a third party that the party’s board of directors or, in the case of CBOT Holdings, the CBOT Holdings special transaction committee, determines in good faith, after consultation with its legal and financial advisors, constitutes a superior proposal or could reasonably be expected to lead to a superior proposal. Each party has also agreed that its board of directors will not change its recommendation to its stockholders or members or approve any alternative agreement, subject to limited exceptions, including that, at any time prior to the applicable stockholder or member approval, the applicable board of directors and, in the case of CBOT Holdings, the CBOT Holdings special transaction committee, may make a change in recommendation in response to a superior proposal or if required to comply with its fiduciary duties, subject to certain conditions. The amended merger agreement also requires each party to call, give notice of and hold a meeting of its stockholders or members, as applicable, for the purposes of obtaining the applicable stockholder or member approval. This stockholder meeting requirement does not apply to a party only in the event that (i) the other party terminates the amended merger agreement or (ii) the party makes a change in recommendation in response to a superior proposal and the other party fails to exercise its option, within five business days after the change in recommendation, to cause the applicable board of directors to submit the amended merger agreement to its

stockholders for approval. See “The Amended Merger Agreement—No Solicitation of Alternative Transactions.” In addition, under specified circumstances, CME Holdings or CBOT Holdings may be required to pay a termination fee of $288.0 million if the merger is not consummated and reimburse the other party for its expenses, up to a maximum amount of $6.0 million, in connection with the termination of the merger.

These provisions might discourage a potential competing acquiror that might have an interest in acquiring all or a significant part of CME Holdings or CBOT Holdings from considering or proposing an acquisition, or may discourage ICE from submitting a revised proposal, even if it were prepared to pay consideration with a higher per share market price than that proposed in the merger, or might result in a potential competing acquiror proposing to pay a lower per share price to acquire CME Holdings or CBOT Holdings than it might otherwise have proposed to pay.

CME Holdings and CBOT Holdings executive officers and directors have financial interests in the merger that are different from, or in addition to, the interests of CME Holdings and CBOT Holdings Class A stockholders.

Executive officers and directors of CME Holdings and CBOT Holdings negotiated the terms of the amended merger agreement, and CME Holdings’ and CBOT Holdings’ boards of directors unanimously approved and recommended that their respective stockholders vote to adopt the amended merger agreement. These executive officers and directors may have interests in the merger that are different from, or in addition to, those of CME Holdings and CBOT Holdings Class A stockholders generally. These interests include the continued employment of certain executive officers of CME Holdings and CBOT Holdings with CME Group, the continued service of directors of CME Holdings and certain directors of CBOT Holdings as directors of CME Group, the accelerated vesting of equity awards granted to executive officers of CBOT Holdings, and the indemnification of former CBOT Holdings directors and executive officers by CME Holdings. In addition, pursuant to existing employment agreements, certain executive officers of CBOT Holdings could receive substantial payments in connection with the merger, and CBOT Holdings could also be obligated to make gross-up payments to certain of those executives for the amount of certain taxes resulting from some of these payments. In considering these facts and the other information contained in this document, you should be aware of these interests. Please see “The Merger—Interests of CME Holdings Executive Officers and Directors in the Merger” and “The Merger—Interests of CBOT Holdings Executive Officers and Directors in the Merger” for further information about these interests.

A majority of CBOT Holdings directors have interests in the merger that are different from, or in addition to, the interests of other CBOT Holdings Class A stockholders with respect to CBOE exercise rights and/or other rights of CBOT members.

A majority of the directors of CBOT Holdings have interests in the merger that are different from, or in addition to, those of other CBOT Holdings Class A stockholders with respect to CBOE exercise rights and/or other rights of CBOT members. A majority of the directors of CBOT Holdings hold exercise rights to become members of CBOE or hold a membership on CBOE pursuant to the exercise of an exercise right. CBOE has filed with the SEC a proposed interpretation of CBOE’s rules under which the exercise right would terminate upon completion of the merger, subject to the right of exerciser members as of December 11, 2006 to continue to be exerciser members for an unspecified interim period following the merger. See “—Additional Risks Relating to CBOT Members—The merger may adversely affect the exercise right granted to CBOT members under the CBOE’s certificate of incorporation” for additional information on the potential impact of the merger on the exercise rights. As a result of these interests, directors of CBOT Holdings who hold an exercise right or a membership on CBOE pursuant to an exercise right could have had an incentive to negotiate the structure, form of consideration or other terms and conditions of the merger to increase or protect the value of the exercise rights. In addition, a majority of the directors of CBOT Holdings are members of CBOT. In connection with the merger, CME Holdings’ amended and restated certificate of incorporation and bylaws and CBOT’s amended and restated certificate of incorporation and bylaws will be further amended and restated, as a result of which certain rights currently held by CBOT members will be expanded, preserved, amended, modified or eliminated. See “—Additional Risks Relating to CBOT Members—The merger will result in the loss of certain rights under CBOT’s amended and restated certificate of incorporation and bylaws” and “Special Meeting of CBOT

Members—Proposal 2” for additional information on the impact of the merger and related transactions on the rights of CBOT members. As a result of these interests, directors of CBOT Holdings who are members of CBOT could have had an incentive to negotiate the terms and conditions of the merger and related transactions to increase or protect their rights as CBOT members. In considering these facts and the other information contained in this document, you should be aware of these interests. Please see “The Merger—Interests of CBOT Holdings Related to Exercise Rights and/or Other CBOT Member Rights” for further information about these interests. Similar potential conflicts of interest existed in connection with the proposal from ICE.

CME Group may incur costs in seeking to preserve the exercise right granted to members of CBOT and we may be exposed to liability in the event that the merger adversely affects the exercise right.

Pursuant to CBOT’s amended and restated certificate of incorporation, the adoption of which is a condition to and which will become effective at the time of the merger, CBOT is obligated to use commercially reasonable efforts to preserve the exercise right for the benefit of the members of CBOT. CBOT is not required under such amended and restated certificate of incorporation to spend in the aggregate in excess of $15.0 million for out-of-pocket costs, including attorneys’ fees, after the date of filing the amended and restated certificate of incorporation in connection with the foregoing obligations.

If CBOT members lose their exercise right as a result of the merger, we cannot be certain such members will not bring a claim against CME Group, CBOT and the current and former directors and executive officers of CME Group, CBOT Holdings and CBOT. Litigation of this nature is inherently uncertain and we cannot predict the outcome of any such claim. Regardless of the outcome, this litigation could divert the time and attention of our directors and executive officers, and we could incur substantial defense costs.

The unaudited pro forma financial information included in this document may not be indicative of what CME Group’s actual financial position or results of operations would have been.

The unaudited pro forma financial information in this document is presented for illustrative purposes only and is not necessarily indicative of what CME Group’s actual financial position or results of operations would have been had the merger been completed on the dates indicated. The unaudited pro forma financial information reflects adjustments, which are based upon preliminary estimates, to allocate the purchase price to CBOT Holdings’ net assets. The purchase price allocation reflected in this document is preliminary, and final allocation of the purchase price will be based upon the actual purchase price and the fair value of the assets and liabilities of CBOT Holdings as of the date of the completion of the merger. In addition, subsequent to the merger completion date, there may be further refinements of the purchase price allocation as additional information becomes available. Accordingly, the final purchase accounting adjustments may differ materially from the pro forma adjustments reflected in this document. See “Unaudited Pro Forma Condensed Combined Financial Information for CME Group” on page 169 for more information.

Completion of the merger is subject to the receipt of consents and approvals from, or the making of filings with, government entities that could delay completion of the merger or impose conditions that could have a material adverse effect on CME Group or that could cause abandonment of the merger.

The merger is subject to review under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, by either the Antitrust Division of the U.S. Department of Justice or the U.S. Federal Trade Commission.

Under this statute, CME Holdings and CBOT Holdings are required to make pre-merger notification filings and to await the expiration of the statutory waiting period prior to completing the merger. On December 1, 2006, CME Holdings and CBOT Holdings each received a request for additional information, or a “Second Request,” regarding the merger from the Department of Justice. The Second Request extends the initial waiting period under the statute during which the Department of Justice is permitted to review a proposed transaction until 30 days after the parties have substantially complied with the Second Request, unless that period is terminated earlier by the Department of Justice, the parties agree to a voluntary extension of that period, or, if the Department of Justice objects to the merger, it obtains an injunction from a court. The parties are in substantial compliance with the Second Request and are continuing to cooperate fully with the Department of Justice.

We cannot assure you that a challenge to the merger on antitrust grounds will not be made or, if such a challenge is made, that any such challenge will not be successful. Any such challenge may seek to impose a preliminary or permanent injunction, conditions on the completion of the merger or require changes to the terms of the merger. While we do not currently expect that any such preliminary or permanent injunction, conditions or changes would be imposed, we cannot assure you that they will not be, and such conditions or changes could have the effect of delaying completion of the merger or imposing additional costs on us or limiting the revenues of CME Group following the merger, any of which might have a material adverse effect on CME Group following the merger. Neither CME Holdings nor CBOT Holdings is obligated to complete the merger if any such conditions, individually or in the aggregate, would reasonably be expected to result in (i) a material adverse effect on the expected benefits of the merger or (ii) a material adverse effect on CME Holdings, CBOT Holdings or CME Group following the merger.

CME Holdings may incur significant indebtedness in order to finance the tender offer after completion of the merger, which may limit CME Group’s operating flexibility.

In order to finance the tender offer after completion of the merger for up to $3.5 billion, or 6,250,000 shares, of CME Holdings Class A common stock at a fixed price of $560.00 per share, CME Holdings expects to incur incremental borrowings of up to $2.5 billion. CME Holdings has received a commitment from Lehman Brothers to provide the funds necessary to finance the tender offer up to $2.5 billion. This level of indebtedness may:

•

require CME Group to dedicate a significant portion of its cash flow from operations to payments on its debt, thereby reducing the availability of cash flow to fund capital expenditures, to pursue other acquisitions or investments in new technologies, to pay dividends and for general corporate purposes;

•

increase CME Group’s vulnerability to general adverse economic conditions, including increases in interest rates if the borrowings bear interest at variable rates; and

•

limit CME Group’s flexibility in planning for, or reacting to, changes in or challenges relating to its business and industry.

In addition, to the extent that the credit ratings of CME Group are below pre-merger levels, borrowing costs may increase, and to the extent that the credit ratings are below investment grade, the terms of the financing obligations could include restrictions, such as affirmative and negative covenants, conditions to borrowing, subsidiary guarantees and stock pledges. A failure to comply with these restrictions could result in a default under the financing obligations or could require CME Group to obtain waivers from its lenders for failure to comply with these restrictions. The occurrence of a default that remains uncured or the inability to secure a necessary consent or waiver could have a material adverse effect on CME Group’s business, financial condition or results of operations.

CME Holdings stockholders’ ownership percentage will be diluted and the merger will result in dilution to earnings per share.

In connection with the merger, CME Holdings will issue to CBOT Holdings Class A stockholders shares of CME Holdings Class A common stock. As a result of the issuance of these shares of CME Holdings Class A common stock, CME Holdings stockholders will own a smaller percentage of CME Group after the merger than

they held in CME Holdings prior to the merger. Based on the number of shares of common stock of CME Holdings and CBOT Holdings outstanding on May 10, 2007, the last trading day prior to the public announcement of the revised terms of the merger, immediately after the completion of the merger, CME Holdings stockholders will own approximately 65% of the common stock of CME Group and CBOT Holdings Class A stockholders immediately prior to the merger will own approximately 35% of the common stock of CME Group. The merger will also result in significant dilution to the earnings per share of CME Holdings prior to the merger. For more information on the dilution to CME Holdings’ earnings per share, see “Unaudited Pro Forma Condensed Consolidated Financial Information for CME Group.”

A stockholder lawsuit has been filed against CBOT Holdings, its directors and CME Holdings challenging the merger, and an unfavorable judgment or ruling in this lawsuit could prevent or delay the consummation of the merger and result in substantial costs.

On March 16, 2007, LAMPERS filed a class action complaint in the Delaware Court of Chancery against CBOT Holdings, its directors and CME Holdings. The complaint alleges, among other things, that CBOT Holdings and its directors breached their fiduciary duties related to the CBOT Holdings/CME Holdings merger and further alleges that CME Holdings aided and abetted the alleged breaches of fiduciary duty. The plaintiff seeks to enjoin the CBOT Holdings/CME Holdings merger. On June 4, 2007, the plaintiff filed an amended complaint which included additional allegations regarding alleged breaches by CBOT directors of their fiduciary duties.

The defense of this litigation could result in litigation fees and costs, as well as the diversion of resources. An unfavorable outcome could prevent or delay the consummation of the merger and result in substantial costs. The indemnification provisions contained in CBOT Holdings’ certificate of incorporation and bylaws require CBOT Holdings to indemnify its current and former officers and directors who are named as defendants against the allegations contained in this litigation, and this right to indemnification will continue following the effective time of the merger.

The ultimate impact of this lawsuit on the business, financial condition, liquidity, operating results, customer relations and management of CBOT Holdings, CME Holdings and the combined company is unknown at this time but could prevent or delay the consummation of the merger and result in substantial costs to CBOT Holdings, CME Holdings and the combined company.

Additional Risks Relating to CBOT Members

The merger may adversely affect the exercise right granted to CBOT members under the CBOE’s certificate of incorporation.

Article Fifth(b) of the certificate of incorporation of CBOE provides that members of CBOT who apply for membership at CBOE and who otherwise qualify shall, so long as they remain members of CBOT, be entitled to become exerciser members through the exercise rights. In 1992, CBOT and CBOE entered into an agreement to resolve a dispute regarding the meaning of certain terms in Article Fifth(b) and the nature and scope of the exercise right. The 1992 agreement provides that the individuals entitled to become members of CBOE pursuant to Article Fifth(b) of CBOE’s certificate of incorporation are (i) full members of CBOT who are in possession of all the parts of a CBOT full membership and all trading rights and privileges appurtenant thereto, whom we refer to as “eligible CBOT full members” and (ii) lessees of full members who are in possession of all the parts of a CBOT full membership and all trading rights and privileges appurtenant thereto, whom we refer to as “eligible CBOT full member lessees.”

The 1992 agreement also provides that if CBOT merges with or is acquired by another entity, the exercise right shall continue to apply if (i) the survivor of the acquisition is an exchange that provides a market in commodity futures contracts or options, securities or other financial instruments, (ii) the full members of CBOT are granted membership in the survivor and (iii) such membership entitles the holder to full trading rights and privileges in all products then or thereafter traded on the survivor (excluding products that, at the time of the merger or acquisition, are traded on the other entity but not CBOT). Immediately following the merger, CBOT will continue to be a futures exchange and the Series B-1 members will continue to be members of CBOT with full trading rights and privileges in all products then or thereafter traded on CBOT.

CBOT, CBOE and, in some instances, CBOT Holdings, entered into several additional agreements regarding the exercise right in connection with CBOT’s 2005 demutualization. Consistent with Article Fifth(b) and the 1992 Agreement, and in the context of the proposed demutualization, these agreements provide that, in the absence of any other material changes to the structure or ownership of CBOT or to the trading rights and privileges appurtenant to a CBOT full membership not contemplated in CBOT’s 2005 demutualization, upon consummation of CBOT’s demutualization, an individual is an eligible CBOT full member or eligible CBOT full member delegate within the meaning of the 1992 agreement if the individual owns or, in the case of a delegate, is in possession of, the following parts or interests: (i) one Series B-1 membership of CBOT, (ii) 27,338 shares of Class A common stock of CBOT Holdings and (iii) one exercise right privilege. These parts or interests represent all of the parts or interests issued in respect of a CBOT full membership in CBOT’s demutualization.

In connection with the merger, all shares of CBOT Holdings Class A common stock will be converted into shares of CME Holdings Class A common stock. CBOT Holdings and CBOT have taken the position that, following the merger, the parts of a CBOT full membership and the privileges appurtenant thereto within the meaning of the 1992 agreement include the number of shares of CME Holdings Class A common stock to be issued in exchange for the 27,338 shares of CBOT Holdings Class A common stock in connection with the merger. Thus, CBOT Holdings and CBOT have taken the position that, following the merger, an individual entitled to become a member of CBOE pursuant to Article Fifth(b) is one who owns, or in the case of a delegate, possesses (i) one Series B-1 membership of CBOT, (ii) 9,568.3 shares of CME Group Class A common stock and (iii) one exercise right privilege. Nonetheless, we cannot assure you as to whether this position will be successful.

CBOE has filed with the SEC a proposed interpretation of CBOE’s rules under which all exercise rights would terminate upon completion of the merger, subject to the right of exerciser members as of December 11, 2006 to continue to be exerciser members for an unspecified interim period following the merger. The proposed rule interpretation was initially filed with the SEC on December 12, 2006, and an amendment to the proposed rule interpretation was filed with the SEC on January 16, 2007. On February 6, 2007, the SEC published a notice to solicit comments on the proposed rule interpretation, with comments due on or before February 27, 2007. In these filings, CBOE asserted that the three conditions in the 1992 agreement regarding the effect of a merger or acquisition of CBOT on the exercise rights would not be satisfied following the merger of CME Holdings and CBOT Holdings because, among other things, the “survivor” of the merger would be CME Holdings (not CBOT), and CME Holdings is not an exchange, does not have members and does not grant trading rights. CBOE asserted that even if CBOT was considered the “survivor” of the merger for purposes of the second condition, following the merger there would no longer be members of CBOT within the meaning of Article Fifth(b) and the 1992 agreement because of the loss of certain rights as a result of the amendments to CBOT’s amended and restated certificate of incorporation and bylaws in connection with the merger. In addition, CBOE asserted that even if one looked through CME Holdings to CBOT for purposes of the third condition, the full members of CBOT would not be granted “full” trading rights because they would not have the exclusive right to trade new products introduced after the merger.

CBOE also asserted in these SEC filings that, following the merger, the agreements subsequent to the 1992 agreement may no longer be relied upon as the basis for determining who is entitled to become an exerciser member because the merger would be a material change to the structure or ownership of CBOT not contemplated by CBOT’s 2005 demutualization. One consequence of this, according to CBOE, is that following the merger, there would not be any CBOT full memberships outstanding within the meaning of the 1992 agreement because of the separation of the ownership interests and trading and other rights in connection with CBOT’s 2005 demutualization. CBOT Holdings and CBOT have submitted a comment letter to the SEC expressing their opposition to the proposed rule interpretation.

CBOE and/or its regular members also may challenge the existence or terms of the exercise rights in other forums or on other grounds in the future. CBOE and/or its regular members also may seek to prevent current exerciser members from continuing to utilize their CBOE membership during any such challenges, and the value of the exercise right may decline. If CBOE and/or its regular members were successful in upholding CBOE’s position before the SEC or any other challenge to the exercise rights, CBOT members would no longer have the right to be or become members of CBOE pursuant to Article Fifth(b) and the related agreements and would not

be entitled to any distributions made to or rights conferred upon CBOE members in connection with CBOE’s proposed demutualization if it occurs after the merger. In addition, the exercise right likely would no longer have any value.

CBOT Holdings, CBOT and certain members of CBOT have filed a lawsuit in Delaware state court against CBOE and certain of its officers and directors in which the plaintiffs are seeking a declaration by the court of the right of exerciser members and exercise right holders to participate on an equal basis with CBOE’s regular members in connection with its proposed demutualization. This lawsuit was filed in August 2006, prior to the execution of the original merger agreement in October 2006 and CBOE’s December 2006 filing with the SEC seeking to terminate the exercise rights. In January 2007, the plaintiffs filed an amendment to the complaint in this lawsuit, which added claims seeking to bar CBOE from terminating the exercise rights upon completion of the merger. The defendants have filed a motion to dismiss this lawsuit and the plaintiffs have filed a motion for partial summary judgment on certain of their claims. Both motions are presently pending and scheduled to be argued on May 30, 2007. CBOE and/or its members also may challenge the exercise rights in connection with that proceeding or through other legal or regulatory actions.

CBOT Holdings and CBOT intend to vigorously defend the rights of CBOT members to become or remain exerciser members of CBOE pursuant to the exercise rights, including by opposing CBOE’s proposed rule interpretation or other positions taken by CBOE and/or its regular members seeking to terminate the exercise rights. CBOT Holdings and CBOT believe these matters involve fundamental state corporate and contract law issues and therefore should be decided in the Delaware state court action. However, we cannot assure you that we will be successful in opposing CBOE’s proposed rule interpretation, in the Delaware lawsuit or in otherwise defending challenges by CBOE and/or its regular members regarding the existence or terms of the exercise rights following the merger.

Pursuant to the terms of CBOT’s amended and restated certificate of incorporation to become effective at the time of the merger, CBOT will use commercially reasonable efforts to preserve the exercise right for the benefit of the Series B-1 members of CBOT, including, among other things, (i) defending any actions, suits or proceedings brought to challenge all or any portion of the exercise right and, in the event of an adverse ruling or determination, pursuing reasonable grounds for appeal and (ii) taking reasonable steps, including instituting actions, suits and proceedings and pursuing reasonable grounds for appeal, to secure for the Series B-1 members and their lessees who have exercised the exercise right the right to receive any dividends or other distributions to be made by CBOE to its members. We cannot assure you that CBOT will prevail in opposing CBOE’s proposed rule interpretation, in the Delaware lawsuit or in any such other actions, suits, proceedings or appeals. Also, CBOT is not required under such amended and restated certificate of incorporation to spend in the aggregate in excess of $15.0 million for out-of-pocket costs, including attorneys’ fees, after the date of filing the amended and restated certificate of incorporation in connection with the foregoing obligations.

If you possess an exercise right and tender shares in the tender offer to be effected by CME Group following the merger, you may not be eligible to use your exercise right.

The 1992 agreement between CBOT and CBOE provides that the individuals who are entitled to become members of CBOE pursuant to Article Fifth(b) of CBOE’s certificate of incorporation are (i) full members of CBOT who are in possession of all the parts of a CBOT full membership and all trading rights and privileges appurtenant thereto and (ii) lessees of full members who are in possession of all the parts of a CBOT full membership and all trading rights and privileges appurtenant thereto. Subsequent agreements between CBOT, CBOE and, in several instances, CBOT Holdings, provide that, in the absence of any other material changes to the structure or ownership of CBOT or to the trading rights and privileges appurtenant to a CBOT full membership not contemplated in CBOT’s 2005 demutualization, upon consummation of CBOT’s demutualization, an individual is an eligible CBOT full member or eligible CBOT full member delegate within the meaning of the 1992 agreement if the individual owns or, in the case of a delegate, is in possession of, the following parts or interests: (i) one Series B-1 membership of CBOT, (ii) 27,338 shares of Class A common stock of CBOT Holdings and (iii) one exercise right privilege. These parts or interests represent all of the parts or interests issued in respect of a CBOT full membership in CBOT’s demutualization.

CBOE has filed with the SEC a proposed interpretation of CBOE’s rules under which all exercise rights would terminate upon completion of the merger, subject to the right of exerciser members as of December 11, 2006 to continue to be exerciser members for an unspecified interim period following the merger. CBOT Holdings and CBOT have submitted a comment letter to the SEC expressing their opposition to the proposed rule interpretation and intend to continue to oppose CBOE’s proposed rule interpretation and vigorously defend the rights of CBOT members to become or remain exerciser members of CBOE pursuant to the exercise rights. Also, the effect of the merger on the exercise rights is now an issue in the lawsuit initiated by CBOT Holdings, CBOT and certain CBOT members in August 2006 in Delaware state court. We cannot assure you that we will be successful in opposing CBOE’s proposed rule interpretation, in the Delaware litigation or in otherwise defending challenges by CBOE and/or its regular members regarding the existence of the exercise rights following the merger. However, CBOT Holdings and CBOT intend to take the position, among other things, that following the merger, the parts of a CBOT full membership and privileges appurtenant thereto within the meaning of the 1992 agreement include the number of shares of CME Holdings Class A common stock to be issued in exchange for 27,338 shares of CBOT Holdings Class A common stock in connection with the merger. There can be no assurance that this position will prevail, but to the extent it does, a CBOT full member or full member lessee would need to own or, in the case of a lessee, be in possession of, 9,568.3 shares of CME Group Class A common stock to be an exerciser member at CBOE. As a result, if you own 27,338 shares of CBOT Holdings common stock and, following the merger, you sell some of the 9,568.3 shares of CME Group common stock you receive in the merger, including by tendering shares in the tender offer, you would no longer be eligible to be an exerciser member at CBOE unless you repurchased shares of CME Group common stock.

The merger will result in the loss of certain rights under CBOT’s amended and restated certificate of incorporation and bylaws.

In connection with the merger, CBOT’s amended and restated certificate of incorporation and bylaws will be further amended and restated as a result of which certain rights currently held by Series B-1 members and Series B-2 members will be eliminated. For example, following the merger, holders of Series B-1 memberships and Series B-2 memberships will no longer have the right to:

•

elect directors or nominating committee members;

•

nominate persons for election as directors;

•

call special meetings of members;

•

initiate proposals at or for any meeting of members;

•

vote on certain extraordinary transactions involving CBOT by virtue of their control of how the Class A membership in CBOT would be voted in connection with such transactions; or

•

adopt, amend or repeal the bylaws of CBOT.

The loss of these rights will reduce the ability of Series B-1 members and Series B-2 members to influence the management of CBOT following the merger. In addition, following the merger, CBOT members will no longer constitute a majority of the board of directors of CBOT or its holding company. Among other matters, the CBOT board of directors determines in its sole discretion whether any proposed change to CBOT’s bylaws or rules adversely affects CBOT members’ core rights, which would require the approval of the Series B-1 and Series B-2 members. However, for a period of two years following the merger, changes to CBOT’s rules and regulations that would materially impair the business opportunities of holders of Class B memberships of CBOT must be approved by a committee of the board of directors of CBOT that has a majority of directors designated by the chairman of CBOT prior to the merger. For additional information regarding the changes to the amended and restated certificate of incorporation and bylaws of CBOT in connection with the merger, see the section entitled “The Special Meeting of CBOT Members—Proposal 2.”

FORWARD-LOOKING STATEMENTS

This document contains or incorporates by reference a number of forward-looking statements regarding the financial condition, results of operations, earnings outlook, and business prospects of CME Holdings, CBOT Holdings and CME Group and may include statements for the period following the completion of the merger. You can find many of these statements by looking for words such as “expects,” “projects,” “anticipates,” “believes,” “intends,” “estimates,” “strategy,” “plan,” “potential,” “possible” and other similar expressions.

The forward-looking statements involve certain risks and uncertainties. The ability of either CME Holdings or CBOT Holdings to predict results or actual effects of its plans and strategies, or those of CME Group, is inherently uncertain. Accordingly, actual results may differ materially from those expressed in, or implied by, the forward-looking statements. Some of the factors that may cause actual results or earnings to differ materially from those contemplated by the forward-looking statements include, but are not limited to, those discussed under “Risk Factors” and those discussed in the filings of each of CME Holdings and CBOT Holdings that are incorporated herein by reference, as well as the following:

•

changes in both companies’ businesses during the period between now and the completion of the merger may have adverse impacts on CME Group;

•

our ability to obtain regulatory approvals of the merger on the proposed terms and schedule;

•

the risk that the businesses of CME Holdings and CBOT Holdings will not be integrated successfully or such integration may be more difficult, time-consuming or costly than expected;

•

the risk of an unfavorable judgment or ruling in the LAMPERS litigation;

•

revenues following the merger may be lower than expected;

•

increasing competition by foreign and domestic competitors, including new entrants into our markets;

•

our ability to keep pace with rapid technological developments, including our ability to complete the development and implementation of the enhanced functionality required by our customers;

•

our ability to continue introducing competitive new products and services on a timely, cost-effective basis, including through our electronic trading capabilities, and our ability to maintain the competitiveness of our existing products and services;

•

our ability to adjust our fixed costs and expenses if our revenues decline;

•

our ability to maintain existing customers and strategic relationships and attract new ones;

•

our ability to expand and offer our products in foreign jurisdictions;

•

changes in domestic and foreign regulations;

•

changes in government policy, including policies relating to common or directed clearing;

•

the costs associated with protecting our intellectual property rights and our ability to operate our business without violating the intellectual property rights of others;

•

our ability to generate revenue from our market data that may be reduced or eliminated by the growth of electronic trading and redundancies in the market data offerings of CME and CBOT;

•

changes in our rate per contract due to shifts in the mix of the products traded, the trading venue and the mix of customers (whether the customer receives member or non-member fees or participates in one of our various incentive programs) and the impact of our tiered pricing structure;

•

the ability of CME’s financial safeguards package to adequately protect it from the credit risks of its clearing firms and CBOT’s clearing firms;

•

changes in price levels and volatility in the derivatives markets and in underlying fixed income, equity, foreign exchange and commodities markets;

•

economic, political and market conditions;

•

our ability to accommodate increases in trading volume without failure or degradation of performance of our systems;

•

our ability to execute our growth strategy and maintain our growth effectively;

•

our ability to manage the risks and control the costs associated with our acquisition, investment and alliance strategy;

•

industry and customer consolidation;

•

decreases in trading and clearing activity;

•

the imposition of a transaction tax on futures and options on futures transactions;

•

seasonality of the futures business; and

•

other risks detailed in both companies’ filings with the SEC.

Because these forward-looking statements are subject to assumptions and uncertainties, actual results may differ materially from those expressed or implied by these forward-looking statements. You are cautioned not to place undue reliance on these statements, which speak only as of the date of this document or the date of any document incorporated by reference in this document.

All subsequent written and oral forward-looking statements concerning the merger or other matters addressed in this document and attributable to CME Holdings or CBOT Holdings or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this section. Except to the extent required by applicable law or regulation, CME Holdings and CBOT Holdings undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this document or to reflect the occurrence of unanticipated events.

THE SPECIAL MEETING OF CME HOLDINGS STOCKHOLDERS

General

In connection with the original merger agreement, CME Holdings scheduled a special meeting of stockholders on April 4, 2007. CME Holdings rescheduled its special meeting to July 9, 2007 as described below. This document is being furnished to CME Holdings stockholders in connection with the solicitation of proxies by the CME Holdings board of directors to be used at the rescheduled special meeting of CME Holdings stockholders to be held on July 9, 2007 at 3:00 p.m., Chicago time, at UBS Tower - The Conference Center, One North Wacker Drive, Chicago, Illinois, and at any adjournment or postponement of that meeting. This document and the enclosed proxy card are being sent to CME Holdings stockholders on or about June 8, 2007.

Purpose of the CME Holdings Special Meeting

At the CME Holdings special meeting, holders of CME Holdings Class A and Class B common stock will be asked to vote:

•

to adopt the amended merger agreement and thereby approve the merger;

•

to approve an adjournment or postponement of the CME Holdings special meeting, if necessary, to solicit additional proxies; and

•

to transact any other business as may properly be brought before the CME Holdings special meeting or any adjournment or postponement of the CME Holdings special meeting.

Record Date and Voting

The CME Holdings board of directors has fixed the close of business on May 29, 2007 as the record date for determining the holders of shares of CME Holdings Class A common stock and CME Holdings Class B common stock entitled to receive notice of and to vote at the CME Holdings special meeting. Only holders of record of shares of CME Holdings common stock at the close of business on that date will be entitled to vote at the CME Holdings special meeting and at any adjournment or postponement of that meeting. At the close of business on the record date, there were 34,896,675 shares of CME Holdings Class A common stock outstanding, held by approximately 500 holders of record, and 3,138 shares of CME Holdings Class B common stock outstanding, held by approximately 1,950 holders of record.

Each holder of shares of CME Holdings Class A common stock and CME Holdings Class B common stock outstanding on the record date will be entitled to one vote for each share held of record upon each matter properly submitted at the CME Holdings special meeting and at any adjournment or postponement of that meeting. In order for CME Holdings to satisfy its quorum requirements, the holders of at least one-third of the total number of outstanding shares of CME Holdings common stock entitled to vote at the CME Holdings special meeting must be present. You will be deemed to be present if you attend the meeting or if you submit a proxy card (including through the Internet or telephone) that is received at or prior to the CME Holdings special meeting (and not revoked as described below).

If you previously submitted a proxy for the special meeting of CME Holdings stockholders that was scheduled for April 4, 2007, CME Holdings does not intend to vote those proxies at the rescheduled meeting on July 9, 2007. You must vote again by following the instructions on the enclosed proxy card.

If your proxy card is properly executed and received by CME Holdings in time to be voted at the CME Holdings special meeting, the shares represented by your proxy card (including those given through the Internet or by telephone) will be voted in accordance with the instructions that you mark on your proxy card. If you execute your proxy but do not provide CME Holdings with any instructions, your shares will be voted “FOR” the adoption of the amended merger agreement and “FOR” any adjournment or postponement of the CME Holdings special meeting that a holder of the proxies deems to be prudent.

If your shares are held in “street name” by your broker or bank and you do not provide your broker or bank with instructions on how to vote your shares, your broker or bank will not be permitted to vote your shares, which will have the same effect as a vote against the adoption of the amended merger agreement.

Vote Required

Adoption of the amended merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of CME Holdings Class A common stock and CME Holdings Class B common stock voting together as a single class. Shares of CME Holdings common stock as to which the “abstain” box is selected on a proxy card will be counted as present for purposes of determining whether a quorum is present. The required vote of CME Holdings stockholders on the amended merger agreement is based upon the number of outstanding shares of CME Holdings common stock, and not the number of shares that are actually voted. Accordingly, the failure to submit a proxy card or to vote in person at the CME Holdings special meeting or the abstention from voting by CME Holdings stockholders, or the failure of any CME Holdings stockholder who holds shares in “street name” through a bank or broker to give voting instructions to such bank or broker, will have the same effect as a vote “AGAINST” the adoption of the amended merger agreement.

As of the record date, CME Holdings directors and executive officers and their affiliates had or shared the power to vote in the aggregate approximately 205,158 shares of CME Holdings Class A and Class B common stock, representing less than 1% of the aggregate outstanding shares of CME Holdings Class A and Class B common stock.

We currently expect that CME Holdings’ directors and executive officers will vote their shares of CME Holdings common stock “FOR” adoption of the amended merger agreement, although none of them has entered into any agreement requiring them to do so.

Approval of any proposal to adjourn or postpone the meeting, if necessary, for the purpose of soliciting additional proxies may be obtained by the affirmative vote of the holders of a majority of the shares of CME Holdings Class A common stock and CME Holdings Class B common stock, voting together as a single class, present or represented by proxy at the CME Holdings special meeting, whether or not a quorum is present.

Recommendation of the Board of Directors

As discussed elsewhere in this document, the CME Holdings board of directors unanimously determined that the merger, the amended merger agreement and the transactions contemplated by the amended merger agreement are advisable, fair to and in the best interests of CME Holdings and its stockholders, and unanimously approved and adopted the amended merger agreement. The CME Holdings board of directors unanimously recommends that the CME Holdings stockholders vote “FOR” the adoption of the amended merger agreement.

CME Holdings stockholders should carefully read this document in its entirety for more detailed information concerning the amended merger agreement and the merger. In particular, CME Holdings stockholders are directed to the amended merger agreement, which is attached as Annex A to this document.

Revocability of Proxies

The presence of a CME Holdings stockholder at the CME Holdings special meeting will not automatically revoke that CME Holdings stockholder’s proxy. However, a CME Holdings stockholder may revoke a proxy at any time prior to its exercise by:

•

submitting a written revocation to CME Holdings, c/o ADP, 51 Mercedes Way, Edgewood, NY 11717, that is received prior to the meeting;

•

submitting another proxy by telephone, via the Internet or by mail that is dated later than the original proxy and that is received prior to the meeting; or

•

attending the CME Holdings special meeting and voting in person if your shares of CME Holdings common stock are registered in your name rather than in the name of a broker, bank or other nominee.

If your shares of CME Holdings common stock are held by a broker or bank, you must follow the instructions on the form you receive from your broker or bank with respect to changing or revoking your proxy.

Attending the Special Meeting

All holders of CME Holdings Class A and Class B common stock at the close of business on May 29, 2007, the record date for the special meeting, are invited to attend the special meeting. If you attend, you will be asked to present valid picture identification, such as a driver’s license or passport, and, if you are not a stockholder of record, evidence from your broker that you are a stockholder and are eligible to attend the meeting, such as a letter or account statement from your broker or bank. Stockholders will not be allowed to use cameras, recording devices and other electronic devices at the meeting.

Voting Electronically or by Telephone

In addition to voting by submitting your proxy card by mail, CME Holdings stockholders of record and many stockholders who hold their shares of CME Holdings common stock through a broker or bank will have the option to submit their proxy electronically through the Internet or by telephone. Please note that there are separate arrangements for using the Internet and telephone depending on whether your shares are registered in CME Holdings’ stock records in your name or in the name of a broker, bank or other holder of record. If you hold your shares through a broker, bank or other holder of record, you should check your proxy card and voting instructions forwarded by your broker, bank or other holder of record to see which options are available.

CME Holdings stockholders of record may submit their proxies:

•

through the Internet by visiting a website established for that purpose at www.proxyvote.com and following the instructions; or

•

by telephone by calling the toll-free number 1-800-690-6903 on a touch-tone phone and following the recorded instructions.

Solicitation of Proxies

In addition to solicitation by mail, directors, officers and employees of CME Holdings may solicit proxies for the CME Holdings special meeting from CME Holdings stockholders personally or by telephone and other electronic means. However, they will not be paid for soliciting such proxies. CME Holdings also will provide persons, firms, banks and corporations holding shares in their names or in the names of nominees, which in either case are beneficially owned by others, proxy material for transmittal to such beneficial owners and will reimburse such record owners for their expenses in taking such actions. CME Holdings has also made arrangements with D.F. King & Co., Inc. to assist in soliciting proxies and has agreed to pay them $15,000, plus reasonable expenses, for these services.

CME Holdings and CBOT Holdings will share equally the expenses incurred in connection with the printing and mailing of this document.

THE SPECIAL MEETING OF CBOT HOLDINGS CLASS A STOCKHOLDERS

General

In connection with the original merger agreement, CBOT Holdings scheduled a special meeting of CBOT Holdings Class A stockholders on April 4, 2007. CBOT rescheduled its special meeting to July 9, 2007 as described below. This document is being furnished to CBOT Holdings Class A stockholders in connection with the solicitation of proxies by the CBOT Holdings board of directors to be used at the rescheduled special meeting of CBOT Holdings Class A stockholders to be held on July 9, 2007 at 3:00 p.m., Chicago time, at Union League Club of Chicago, 65 West Jackson Boulevard, Chicago, Illinois, and at any adjournment or postponement of that meeting. This document and the enclosed proxy card are being sent to CBOT Holdings Class A stockholders on or about June 8, 2007.

Purpose of the CBOT Holdings Special Meeting

At the CBOT Holdings special meeting, holders of CBOT Holdings Class A common stock will be asked to vote:

•

to adopt the amended merger agreement and thereby approve the merger;

•

to approve an adjournment or postponement of the CBOT Holdings special meeting, if necessary, to solicit additional proxies; and

•

to transact any other business as may properly be brought before the CBOT Holdings special meeting or any adjournment or postponement of the CBOT Holdings special meeting.

Record Date and Voting

The CBOT Holdings board of directors has fixed the close of business on May 29, 2007 as the record date for determining the holders of shares of CBOT Holdings Class A common stock entitled to receive notice of and to vote at the CBOT Holdings special meeting. Only holders of record of shares of CBOT Holdings Class A common stock at the close of business on that date will be entitled to vote at the CBOT Holdings special meeting and at any adjournment or postponement of that meeting. At the close of business on the record date, there were 52,843,183 shares of CBOT Holdings Class A common stock outstanding, held by approximately 1,619 holders of record. In addition, there is one share of CBOT Holdings Class B common stock outstanding, which is held of record by the CBOT Subsidiary Voting Trust. The Class B common stock is only entitled to vote in the election of directors and therefore is not entitled to vote on the amended merger agreement.

Each holder of shares of CBOT Holdings Class A common stock outstanding on the record date will be entitled to one vote for each share held of record upon each matter properly submitted at the CBOT Holdings special meeting and at any adjournment or postponement of that meeting. In order for CBOT Holdings to satisfy its quorum requirements, the holders of at least one-third of the total number of outstanding shares of CBOT Holdings Class A common stock entitled to vote at the CBOT Holdings special meeting must be present. You will be deemed to be present if you attend the meeting or if you submit a proxy card (including through the Internet or by telephone) that is received at or prior to the CBOT Holdings special meeting (and not revoked as described below). IF YOU ARE A CBOT MEMBER AS WELL AS A CBOT HOLDINGS CLASS A COMMON STOCKHOLDER, YOU MUST VOTE SEPARATELY AT THE CBOT MEMBERS MEETING IN YOUR CAPACITY AS A CBOT MEMBER AND AT THE CBOT HOLDINGS CLASS A STOCKHOLDER MEETING IN YOUR CAPACITY AS A CBOT HOLDINGS CLASS A COMMON STOCKHOLDER.

If you previously submitted a proxy for the special meeting of CBOT Holdings Class A stockholders that was scheduled for April 4, 2007, CBOT Holdings does not intend to vote those proxies at the rescheduled meeting on July 9, 2007. You must vote again by following the instructions on the enclosed proxy card.

If your proxy card is properly executed and received by CBOT Holdings in time to be voted at the CBOT Holdings special meeting, the shares represented by your proxy card (including those given through the Internet or by telephone) will be voted in accordance with the instructions that you mark on your proxy card. If you execute your proxy but do not provide CBOT Holdings with any instructions, your shares will be voted “FOR” the adoption of the amended merger agreement and “FOR” any adjournment or postponement of the CBOT Holdings special meeting that a holder of the proxies deems to be prudent.

Vote Required

Adoption of the amended merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of CBOT Holdings Class A common stock. Shares of CBOT Holdings Class A common stock as to which the “abstain” box is selected on a proxy card will be counted as present for purposes of determining whether a quorum is present. The required vote of CBOT Holdings Class A stockholders on the amended merger agreement is based upon the number of outstanding shares of CBOT Holdings Class A common stock, and not the number of shares that are actually voted. Accordingly, the failure to submit a proxy card or to vote in person at the CBOT Holdings special meeting or the abstention from voting by CBOT Holdings Class A stockholders, or the failure of any CBOT Holdings Class A stockholder who holds shares in “street name” through a bank or broker to give voting instructions to such bank or broker, will have the same effect as a vote “AGAINST” the adoption of the amended merger agreement.

As of the record date, CBOT Holdings directors and executive officers and their affiliates had or shared the power to vote in the aggregate approximately 507,000 shares of CBOT Holdings Class A common stock, representing approximately 1% of the outstanding shares of CBOT Holdings Class A common stock.

We currently expect that CBOT Holdings’ directors and executive officers will vote their shares of CBOT Holdings common stock “FOR” adoption of the amended merger agreement, although none of them has entered into any agreement requiring them to do so.

Recommendations of the Board of Directors, the Special Transaction Committee and the Non-ER Members Committee

As discussed elsewhere in this document, the CBOT Holdings board of directors unanimously determined that the merger, the amended merger agreement and the transactions contemplated by the amended merger agreement are advisable, fair to, and in the best interests of CBOT Holdings and its stockholders, and unanimously approved the amended merger agreement. The CBOT Holdings board of directors unanimously recommends that the CBOT Holdings Class A stockholders vote “FOR” the adoption of the amended merger agreement.

As discussed elsewhere in this document, the CBOT Holdings special transaction committee unanimously determined that the merger, on the terms and subject to the conditions set forth in the amended merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and do not otherwise have a CBOE exercise right or own a membership on CBOE pursuant to such exercise right and unanimously recommended that CBOT Holdings’ board of directors authorize and approve the amended merger agreement and the merger. The CBOT Holdings

special transaction committee unanimously recommends that CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and do not otherwise have a CBOE exercise right or own a membership on CBOE pursuant to such exercise right vote “FOR” the adoption of the amended merger agreement.

Similarly, and as discussed elsewhere in this document, the CBOT Holdings non-ER members committee determined that the merger, on the terms and subject to the conditions set forth in the amended merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right, and unanimously recommended that CBOT Holdings’ board of directors authorize and approve the amended merger agreement and the merger. The CBOT Holdings non-ER members committee recommends that CBOT Holdings Class A stockholders who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right, vote “FOR” the adoption of the amended merger agreement.

CBOT Holdings Class A stockholders should carefully read this document in its entirety for more detailed information concerning the amended merger agreement and the merger. In particular, CBOT Holdings Class A stockholders are directed to the amended merger agreement, which is attached as Annex A to this document.

Revocability of Proxies

The presence of a CBOT Holdings Class A stockholder at the CBOT Holdings special meeting will not automatically revoke that CBOT Holdings Class A stockholder’s proxy. However, a CBOT Holdings Class A stockholder may revoke a proxy at any time prior to its exercise by:

•

submitting a written revocation to CBOT Holdings c/o Georgeson Inc., Wall Street Station, P.O. Box 1100, New York, NY 10269-0646, that is received prior to the meeting;

•

submitting another proxy by telephone, via the Internet or by mail that is dated later than the original proxy and that is received prior to the meeting; or

•

attending the CBOT Holdings special meeting and voting in person if your shares of CBOT Holdings Class A common stock are registered in your name rather than in the name of a broker, bank or other nominee.

If your shares of CBOT Holdings Class A common stock are held by a broker or bank, you must follow the instructions on the form you receive from your broker or bank with respect to changing or revoking your proxy.

Attending the Special Meeting

All holders of CBOT Holdings Class A common stock at the close of business on May 29, 2007, the record date for the special meeting, are invited to attend the special meeting. If you attend, you will be asked to present valid picture identification, such as a driver’s license or passport, and, if you are not a stockholder of record, evidence from your broker that you are a stockholder and are eligible to attend the meeting, such as a letter or account statement from your broker or bank. Stockholders will not be allowed to use cameras, recording devices and other electronic devices at the meeting.

Voting Electronically or by Telephone

In addition to voting by submitting your proxy card by mail, CBOT Holdings Class A stockholders of record and many stockholders who hold their shares of CBOT Holdings Class A common stock through a broker or bank will have the option to submit their proxy electronically through the Internet or by telephone. Please note that there are separate arrangements for using the Internet and telephone depending on whether your shares are

CBOT Holdings Class A stockholders of record may submit their proxies:

•

through the Internet by visiting a website established for that purpose at http://proxy.georgeson.com and following the instructions; or

•

by telephone by calling the toll-free number 1-800-732-4052 on a touch-tone phone and following the recorded instructions.

Solicitation of Proxies

In addition to solicitation by mail, directors, officers and employees of CBOT Holdings may solicit proxies for the CBOT Holdings special meeting from CBOT Holdings Class A stockholders personally or by telephone and other electronic means. However, they will not be paid for soliciting such proxies. CBOT Holdings also will provide persons, firms, banks and corporations holding shares in their names or in the names of nominees, which in either case are beneficially owned by others, proxy material for transmittal to such beneficial owners and will reimburse such record owners for their expenses in taking such actions. CBOT Holdings and CBOT have also made arrangements with Georgeson, Inc. and MacKenzie Partners, Inc. to assist in soliciting proxies and have agreed to pay them approximately $50,000 and $30,000, respectively, plus in each case reasonable expenses, for these services. In the event that a third party solicits proxies from CBOT Holdings Class A stockholders in opposition to the merger, CBOT Holdings has agreed to pay Georgeson, Inc. an additional fee of $150,000 for its services.

CBOT Holdings and CME Holdings will share equally the expenses incurred in connection with the printing and mailing of this document.

THE SPECIAL MEETING OF CBOT MEMBERS

General

In connection with the original merger agreement, CBOT scheduled a special meeting of Series B-1 and Series B-2 members on April 4, 2007. CBOT rescheduled its special meeting to July 9, 2007 as described below. This document is being furnished to Series B-1 and Series B-2 members of CBOT in connection with the solicitation of proxies by the CBOT board of directors to be used at the rescheduled special meeting of CBOT members to be held on July 9, 2007 at 2:30 p.m., Chicago time, at Union League Club of Chicago, 65 West Jackson Boulevard, Chicago, Illinois, and at any adjournment or postponement of that meeting. This document and the enclosed proxy card are being sent to Series B-1 and Series B-2 members of CBOT on or about June 8, 2007.

Purpose of the Special Meeting of CBOT Members

At the CBOT special meeting of members, CBOT Series B-1 and Series B-2 members will be asked to vote:

•

on a proposal to approve the repurchase by CBOT Holdings from the CBOT Subsidiary Voting Trust of the outstanding share of CBOT Holdings Class B common stock;

•

on a proposal to approve the adoption of the amended and restated certificate of incorporation of CBOT included as Annex H to this document;

•

to approve an adjournment or postponement of the CBOT special meeting, if necessary, to solicit additional proxies; and

•

to transact any other business as may properly be brought before the CBOT special meeting or any adjournment or postponement of the CBOT special meeting.

Approval by the CBOT members of each of these proposals is a condition to the obligations of each of CME Holdings and CBOT Holdings to complete the merger.

Record Date and Voting

The CBOT board of directors has fixed the close of business on May 29, 2007 as the record date for determining the holders of Series B-1 and Series B-2 memberships of CBOT entitled to receive notice of and to vote at the CBOT special meeting. Only holders of record of Series B-1 or Series B-2 memberships of CBOT at the close of business on that date will be entitled to vote at the CBOT special meeting and at any adjournment or postponement of that meeting. At the close of business on the record date, there were 1,402 Series B-1 memberships and 812 Series B-2 memberships outstanding.

Each holder of a Series B-1 membership of CBOT as of the close of business on the record date will be entitled to one vote for each Series B-1 membership held of record at the close of business on the record date, and each holder of a Series B-2 membership of CBOT as of the close of business on the record date will be entitled to one-sixth of one vote for each Series B-2 membership held of record at the close of business on the record date, upon each matter properly submitted at the CBOT special meeting and at any adjournment or postponement of that meeting. The holders of the Series B-1 and Series B-2 memberships will vote together as a single class on each matter properly submitted at the CBOT special meeting and at any adjournment or postponement of that meeting.

In order for CBOT to satisfy its quorum requirements, the holders of Class B memberships representing at least one-third of the votes entitled to be cast on the matters to be acted upon at the CBOT special meeting must be present. You will be deemed to be present if you attend the meeting or if you submit a proxy card that is received at or prior to the CBOT special meeting (and not revoked as described below). IF YOU ARE A CBOT MEMBER AS WELL AS A CBOT HOLDINGS CLASS A COMMON STOCKHOLDER, YOU MUST VOTE SEPARATELY AT THE CBOT MEMBERS MEETING IN YOUR CAPACITY AS A CBOT MEMBER AND AT THE CBOT HOLDINGS CLASS A STOCKHOLDER MEETING IN YOUR CAPACITY AS A CBOT HOLDINGS CLASS A COMMON STOCKHOLDER.

If you previously submitted a proxy for the special meeting of CBOT members that was scheduled for April 4, 2007, CBOT does not intend to vote those proxies at the rescheduled meeting on July 9, 2007. You must vote again by following the instructions on the enclosed proxy card.

If your proxy card is properly executed and received by CBOT in time to be voted at the CBOT special meeting, the Class B memberships represented by your proxy card will be voted in accordance with the instructions that you mark on your proxy card. If you execute your proxy but do not provide CBOT with any instructions, your Class B memberships will be voted “FOR” the repurchase of the Class B common stock by CBOT Holdings, “FOR” the approval of the amended and restated certificate of incorporation of CBOT and “FOR” any adjournment or postponement of the CBOT special meeting that a holder of the proxies deems to be prudent.

Proposal 1—Repurchase of Class B Common Stock by CBOT Holdings

At the CBOT special meeting, Series B-1 and B-2 members will be asked to consider a vote on a proposal that CBOT Holdings repurchase the outstanding share of Class B common stock of CBOT Holdings held by the CBOT Subsidiary Voting Trust immediately prior to the completion of the merger of CBOT Holdings with and into CME Holdings. The repurchase of the Class B common stock is a condition to the completion of the merger.

The CBOT Holdings board of directors and the board of directors of CBOT currently are identical, both consisting of the same 17 directors. Eleven of the directors are elected by the holders of CBOT Holdings Class A common stock, and the remaining six directors are elected by the CBOT Subsidiary Voting Trust as the sole holder of the Class B common stock of CBOT Holdings. Pursuant to the Subsidiary Voting Trust Agreement dated October 12, 2005, the CBOT Subsidiary Voting Trust is required to elect as directors to the CBOT Holdings board of directors the six directors elected by the Series B-1 and Series B-2 members to the CBOT board of directors. Following the merger, Class B members of CBOT will no longer vote in the election of directors to the CBOT board of directors, so the CBOT Subsidiary Voting Trust will no longer serve any purpose.

The amended merger agreement provides that the repurchase of the Class B common stock is a condition to CME Holdings’ obligations to complete the merger.

The CBOT board of directors recommends that you vote “FOR” proposal 1.

Proposal 2—Approval of the Amended and Restated Certificate of Incorporation of CBOT

The amended merger agreement provides that, concurrently with the effective time of the merger, the certificate of incorporation of CBOT be amended and restated in the form attached to the amended merger agreement. The amended and restated certificate of incorporation of CBOT amends the existing amended and restated certificate of incorporation of CBOT in a number of important respects. However, the amended and restated certificate of incorporation does not amend the “core rights” of the Class B members described in the proxy statement and prospectus, dated February 14, 2005, related to CBOT’s demutualization, except to add an additional core right regarding dual-trading, as summarized below.

A copy of the amended and restated certificate of incorporation of CBOT to be voted upon at the special meeting is attached to this document as Annex H. You are urged to read the following summary and the document included as Annex H carefully before voting on this proposal.

The amended and restated certificate of incorporation to be in effect following the merger:

•

eliminates the requirement to obtain the approval of the holder of the Class A membership (which is currently held by CBOT Holdings and, following the merger, will be held by CME Group) prior to

approving, in one transaction or in a series of related transactions: (i) any merger or consolidation of CBOT with or into another entity, (ii) any purchase by, investment in, or other acquisition or formation by CBOT of any business or assets which are, or are intended to be, competitive, as determined by the board of directors of CBOT in its sole and absolute discretion, with the business conducted or proposed to be conducted at such time by CBOT, (iii) any sale (or other transfer) to a third party of assets of CBOT that constitute a significant amount of the total assets of CBOT, or (iv) any dissolution or liquidation of CBOT;

•

provides that each holder of a Series B-1 membership of CBOT shall be entitled to all trading rights and privileges for all new products first made available after the filing of the amended and restated certificate of incorporation traded on the open outcry exchange system of CBOT or CME or any electronic trading system maintained by CBOT or CME or any of their respective successors or successors-in-interest;

•

limits the right of Class B members to vote on amendments to the certificate of incorporation to amendments to Section B(2) (the number of authorized memberships of CBOT), Section C (the relative voting rights of the Series B-1 and B-2 members), Section D (the trading rights, voting rights and core rights of Class B members and certain other covenants) or Section E (the commitment to maintain open outcry markets) of Article IV, the second sentence of Article IX (regarding amendments to the amended and restated certificate of incorporation), or, during the transition period, Article VI (the board of directors of CBOT);

•

prohibits CBOT from adopting bylaws or rules that adversely affect the ability of Class B members to engage in dual-trading unless required by applicable law or governmental rule or regulation;

•

eliminates the right of Class B members to adopt, repeal or amend the bylaws of CBOT or make non-binding recommendations to CBOT’s board of directors; and provides that the Class A member is the only member with the right to adopt, amend or repeal the bylaws;

•

provides that, unless otherwise agreed to by the Series B-1 and Series B-2 members voting together as a single class, CBOT shall use commercially reasonable efforts to preserve the exercise right for the benefit of the Series B-1 members and their lessees, including (i) defending any actions, suits or proceedings brought to challenge all or any portion of the exercise right and, in the event of an adverse ruling or determination, pursuing reasonable grounds for appeal, (ii) taking reasonable steps, including instituting actions, suits and proceedings and pursuing reasonable grounds for appeal, to secure for the Series B-1 members and their lessees that have exercised the exercise right the right to receive any dividends or other distributions to be made by CBOE to its members and (iii) complying with CBOT’s obligations under agreements with CBOE regarding the exercise right, including making available to CBOE the information specified in any such agreements or any surveillance plans with CBOE; provided, that CBOT shall not be required to spend in the aggregate in excess of $15.0 million for out-of-pocket costs, including attorneys’ fees, after the date of filing the amended and restated certificate of incorporation in connection with its obligations under clauses (i) and (ii);

•

provides that Class B members shall not have the right to initiate proposals at or for any meeting of members;

•

provides that, during the two-year period following the date of filing of the amended and restated certificate of incorporation, CBOT will provide the CBOT directors with five business days advance notice of any change to CBOT’s rules and regulations. If a majority of the CBOT directors determine in their sole discretion that the proposed change will materially impair the business of CBOT or materially impair the business opportunities of the holders of the Class B memberships of CBOT, such change will be submitted to a committee of the board of directors of CBOT comprised of three CBOT directors designated by the vice chairman of CBOT and two CME directors designated by the chairman of CBOT for approval. Approval shall require the affirmative vote of a majority of the full committee;

•

eliminates the right of Series B-1 and B-2 members to call a special meeting;

•

eliminates the right of Class B members to elect six directors and provides that the directors of CBOT shall at all times be the same as the directors of CME Group;

•

eliminates the CBOT nominating committee that is currently elected by the Series B-1 and B-2 members;

•

provides that, except as provided in CBOT’s rules and regulations, members shall not have any power to adopt, amend or repeal the rules or regulations of CBOT; and

•

eliminates provisions related to CBOT’s demutualization that are no longer applicable.

The amendments to the amended and restated certificate of incorporation were the result of negotiations between CBOT, CBOT Holdings and CME Holdings in connection with negotiations regarding the original merger agreement, and approval of the amended and restated certificate of incorporation, in the form attached as Annex H to this document, is a condition to the merger.

The CBOT board of directors recommends that you vote “FOR” proposal 2.

Concurrently with the effective time of the merger, the bylaws of CBOT will also be amended and restated to make changes consistent with the amendments to CBOT’s amended and restated certificate of incorporation. The amended and restated bylaws of CBOT amend the existing bylaws of CBOT in a number of important respects. A copy of the amended and restated bylaws of CBOT to become effective at the effective time of the merger is attached to this document as Annex I.

The amended and restated bylaws to be in effect following the merger:

•

eliminate the right of Series B-1 and B-2 members to nominate persons for election to CBOT’s board of directors and to include nominees in CBOT’s proxy materials under certain circumstances;

•

provide that for business to be brought before the annual meeting of the members of CBOT, it must be (i) authorized by the board of directors and specified in the notice of the meeting, (ii) otherwise brought before the meeting by or at the direction of the board of directors or the chairman of the meeting, or (iii) otherwise properly brought before the meeting by the Class A member (which will be CME Group);

•

provide that special meetings of the members of CBOT may be called only by the chairman of the board of directors of CBOT or a majority of the total number of authorized directors;

•

provide that the board of directors of CBOT shall at all times be comprised of the same directors as those of CME Group;

•

provide for longer advanced notice to directors for special meetings of the board of directors; and

•

eliminate the right of Class B members to adopt, amend or repeal the bylaws of CBOT.

The amendments to the bylaws were the result of negotiations between CBOT, CBOT Holdings and CME Holdings in connection with negotiations regarding the original merger agreement. Approval of the amended and restated bylaws does not require the approval of CBOT members.

Vote Required

Approval of proposal 1 requires the affirmative vote of the holders of a majority of the outstanding voting power of CBOT. Approval and adoption of proposal 2 requires the affirmative vote of a majority of the votes cast by the holders of the Series B-1 memberships and the Series B-2 memberships, voting together as a single class based on their respective voting rights. Class B memberships as to which the “abstain” box is selected on a proxy card will be counted as present for purposes of determining whether a quorum is present. The required vote of

CBOT members on proposal 1 is based upon the outstanding voting power of CBOT members and not the voting power of memberships that are actually voted. Accordingly, the failure to submit a proxy card or to vote in person at the CBOT special meeting or the abstention from voting by CBOT members will have the same effect as a vote “AGAINST” proposal 1.

As of the record date, CBOT directors and their affiliates were entitled to vote 15 Series B-1 memberships and 3 Series B-2 memberships of CBOT, representing approximately 1% of the outstanding voting power of CBOT members. We currently expect that the CBOT directors and their affiliates owning Series B-1 and Series B-2 memberships of CBOT will vote their memberships “FOR” proposals 1, 2 and 3.

Revocability of Proxies

The presence of a CBOT member at the CBOT special meeting will not automatically revoke that CBOT member’s proxy. However, a CBOT member may revoke a proxy at any time prior to its exercise by:

•

submitting a written revocation to CBOT c/o Georgeson Inc., Wall Street Station, P.O. Box 1100, New York, NY 10269-0646, that is received prior to the meeting;

•

submitting another proxy by telephone, via Internet or by mail that is dated later than the original proxy and that is received prior to the meeting; or

•

attending the CBOT special meeting and voting in person.

Attending the Special Meeting

Although only holders of Series B-1 and Series B-2 memberships in CBOT at the close of business on May 29, 2007, the record date for the special meeting, are entitled to vote at the special meeting, all holders of memberships in CBOT as of the record date are invited to attend the special meeting. If you attend, you will be asked to present valid picture identification, such as a driver’s license or passport. Members will not be allowed to use cameras, recording devices and other electronic devices at the meeting.

Voting By Mail, Electronically or by Telephone

Series B-1 and B-2 members may vote by completing, signing, dating and mailing the proxy card(s) for the special meeting of CBOT members in the postage-paid envelope included with this document.

Series B-1 and B-2 members also may submit their proxies:

•

through the Internet by visiting a website established for that purpose at http://proxy.georgeson.com and following the instructions; or

•

by telephone by calling the toll-free number 1-800-786-8302 on a touch-tone phone and following the recorded instructions.

Solicitation of Proxies

In addition to solicitation by mail, directors, officers and employees of CBOT may solicit proxies for the CBOT special meeting from CBOT members personally or by telephone and other electronic means. However, they will not be paid for soliciting such proxies. CBOT Holdings and CBOT have also made arrangements with Georgeson, Inc. and MacKenzie Partners, Inc. to assist in soliciting proxies and have agreed to pay them approximately $50,000 and $30,000, respectively, plus in each case reasonable expenses, for their services. In the event that a third party solicits proxies from CBOT Holdings Class A stockholders in opposition to the merger, CBOT Holdings has agreed to pay Georgeson, Inc. an additional fee of $150,000 for its services.

THE MERGER

Background of the Merger

For the past several years, the exchange industry has experienced an increase in consolidation. The management and boards of directors of each of CME Holdings, CBOT Holdings and CBOT, as part of the ongoing evaluation of their respective businesses and in light of the ongoing consolidation in the exchange industry, have regularly reviewed and considered a variety of strategic options for their respective businesses, including periodic informal contacts with various financial exchanges regarding possible strategic business combination transactions.

During this time, CME Holdings’ management and board of directors, with the assistance of its financial advisors, evaluated acquisitions to expand its business and build upon the core strengths of the company.

In June 2005, CME Holdings evaluated the merits of acquiring CBOT Holdings, with the assistance of Lehman Brothers, and submitted a non-binding expression of interest. In response to this unsolicited, non-binding expression of interest from CME Holdings and similar unsolicited, non-binding expressions of interest from other companies regarding a potential business combination received by CBOT Holdings in June and July 2005, CBOT Holdings’ board of directors engaged financial and legal advisors to assist the board in reviewing strategic alternatives, including possible acquisitions, sales or other transactions, or proceeding with its planned initial public offering.

On August 1, 2005, the boards of directors of CBOT Holdings and CBOT held a special meeting at which CBOT Holdings’ financial advisors reported on their review of CBOT Holdings’ strategic alternatives. In addition, representatives of Mayer Brown reviewed for the directors their fiduciary duties in connection with their review of the strategic alternatives, as well as other legal and regulatory considerations in connection with potential business combination transactions.

On August 16, 2005, at a regularly scheduled meeting of the boards of directors of CBOT Holdings and CBOT, members of senior management, with the assistance of CBOT Holdings’ financial and legal advisors, provided an update on the review of strategic alternatives begun in July 2005. Based on that review, CBOT Holdings’ board of directors concluded that it was not advisable at that time for CBOT Holdings to pursue a sale or other change of control transaction, and instructed management to proceed with CBOT Holdings’ pending initial public offering, which was completed in October 2005.

From time to time following CBOT Holdings’ initial public offering, CME Holdings informally evaluated a business combination with CBOT Holdings as part of its overall business strategy. During this period, CME Holdings also evaluated the merits of other combinations and had substantive discussions with other financial exchanges.

On December 13, 2005, at a regularly scheduled meeting of the boards of directors of CBOT Holdings and CBOT, representatives of CBOT Holdings’ financial advisors made a presentation on the current strategic landscape in the exchange industry and CBOT Holdings’ strategic alternatives, including possible strategic mergers or acquisitions. The boards discussed these strategic alternatives. Following the meeting and continuing forward, Mr. Charles P. Carey, chairman of the board of directors of CBOT Holdings, Mr. Bernard W. Dan, chief executive officer of CBOT Holdings, and other representatives of CBOT Holdings had discussions with a number of different companies about the possibility of a strategic transaction. Among other matters, representatives of CBOT Holdings and CBOT and their legal and financial advisors held substantive discussions with CBOE regarding a strategic

merger in which CBOT Holdings would be the dominant party, although the parties were unable to reach agreement on fundamental business terms and the discussions terminated.

At a meeting in the late fall of 2005, Mr. Terrence A. Duffy, chairman of the board of directors of CME Holdings, and Mr. Craig S. Donohue, chief executive officer of CME Holdings, inquired of Messrs. Carey and Dan about the possibility of extending the common clearing link that was established between CME and CBOT in November 2003, using CBOT’s facilities to conduct CME open outcry trading and combining the two companies. These same subjects were again discussed by Messrs. Duffy and Carey in late December 2005, and by Messrs. Duffy, Donohue, Carey and Dan in early January 2006.

On January 24, 2006, at a regularly scheduled meeting of the boards of directors of CBOT Holdings and CBOT, Mr. Dan reported on various strategic alternatives under review. Mr. Dan also reported on the recent conversations with Messrs. Duffy and Donohue.

In March 2006, representatives of each of CME Holdings, CBOT Holdings and CBOT engaged in additional discussions regarding an extension to the common clearing link. In connection with such discussions, the parties entered into a confidentiality agreement, dated as of March 7, 2006, that addressed the disclosure of confidential information relating to the clearing link, as well as a potential business combination transaction or real estate transaction involving the parties.

On April 25, 2006, at a regularly scheduled meeting of the boards of directors of CBOT Holdings and CBOT, Mr. Dan provided an update on strategic alternatives.

In May 2006, Messrs. Duffy and Carey again met and discussed the possibility of renewing the common clearing link and combining the two companies. Mr. Carey stated that CBOT Holdings was exploring a number of possibilities and would not engage in more than cursory discussions about combining the two companies unless CME Holdings made a proposal for such a combination.

On June 6, 2006, the board of directors of CME Holdings held a regular meeting during which it received a presentation on the consolidation trend in the industry, as well as potential strategic combinations. At this meeting and at other regular meetings of the board, members of management provided the board with updates on the status of discussions with other financial exchanges included within its strategic initiatives.

On June 28, 2006, the boards of directors of CBOT Holdings and CBOT held a special meeting at which their financial advisors presented an update on the current strategic landscape in the exchange industry and CBOT Holdings’ strategic alternatives.

On July 18, 2006, at a regularly scheduled meeting of the boards of directors of CBOT Holdings and CBOT, Mr. Carey and Mr. Dan provided an update on strategic alternatives, including the possibility of further discussions with representatives of CME Holdings. The boards discussed the possibility of such discussions and directed Mr. Carey to continue them.

On August 22, 2006, Messrs. Duffy and Carey, along with legal advisors to CME Holdings, CBOT Holdings and CBOT, met to informally discuss the possibility of a transaction involving CME Holdings and CBOT Holdings. Mr. Carey stated that to be successful, any proposal made by CME Holdings would have to be at a significant premium to the market price for CBOT Holdings Class A common stock, and that he would await a formal proposal before taking any further actions. Following this discussion, CME Holdings’ management began formally evaluating the acquisition of CBOT Holdings. On August 24, 2006, CME Holdings contacted Lehman Brothers, its financial advisor, to assist in evaluating a potential transaction with CBOT Holdings.

On September 6, 2006, members of CME Holdings senior management and their legal and financial advisors met to discuss the preliminary financial analysis of the transaction.

On September 8, 2006, Mr. Duffy called a meeting of the executive committee of the CME Holdings’ board of directors to inform the committee of the discussions with CBOT Holdings regarding a potential business

combination. The committee discussed the strategic considerations relating to the transaction and the analysis underlying a proposed offer to CBOT Holdings. The committee determined that CME Holdings should submit a non-binding offer for CBOT Holdings to Messrs. Carey and Dan. Following the meeting, Messrs. Duffy and Donohue called Messrs. Carey and Dan to advise them a proposal would be forthcoming. Also on that day, CME Holdings contacted William Blair, its financial advisor, to assist in evaluating a potential transaction with CBOT Holdings.

On September 11, 2006, Messrs. Duffy and Donohue sent a non-binding offer letter to Messrs. Carey and Dan expressing an interest in a merger in which the holders of all of the outstanding capital stock of CBOT Holdings would receive a price per share of $130 to $135. Messrs. Carey and Dan responded to Messrs. Duffy and Donohue that CBOT Holdings would internally evaluate the offer. In subsequent conversations, CME Holdings clarified that the $130 per share price contained in CME Holdings’ expression of interest related to an all-stock transaction and the $135 per share price related to a transaction where the consideration consisted of 70% CME Holdings stock and 30% cash. The consideration was based upon the closing prices of CBOT Holdings Class A common stock of $117.25 and CME Holdings Class A common stock of $443.70 on September 9, 2006.

On September 13, 2006, at a regularly scheduled meeting of the CME Holdings’ board of directors, Mr. Duffy reviewed with the board of directors the discussions that he and Mr. Donohue had with Messrs. Carey and Dan regarding a potential business combination with CBOT Holdings. Members of CME Holdings’ management reviewed the terms of CME Holdings’ initial non-binding expression of interest to CBOT Holdings authorized by the executive committee of the board and the reasons for pursuing the transaction. After discussion, the board of directors approved moving forward with discussions with CBOT Holdings.

On September 13, 2006, the boards of directors of CBOT Holdings and CBOT held a special meeting to evaluate the non-binding expression of interest received from CME Holdings on September 11, 2006. Representatives of JPMorgan attended the meeting and noted as a preliminary matter that they believed the offer was based on financial results and forecasts by analysts available to the public and not on internal financial forecasts of management, and therefore CME Holdings could be open to a higher offer once such information was made available to it. The representatives of JPMorgan then presented their financial analysis of the offer and reviewed the strategic rationale for a combination with CME Holdings compared to other possible business combination partners. In addition, the boards’ legal advisors reviewed various legal matters, including the directors’ duties under Delaware law, the potential impact of the proposed transaction and structure on the CBOE exercise rights and the possible conflict of interest that might arise because a majority of directors held such exercise rights and might have an incentive to structure a transaction to protect those exercise rights.

At the meeting on September 13, 2006, the CBOT Holdings and CBOT boards approved the engagement of JPMorgan as financial advisor to CBOT Holdings and CBOT, and the boards authorized a transaction committee, consisting of directors Charles P. Carey, Bernard W. Dan, Joseph Niciforo, C.C. Odom, II and Christopher Stewart, to continue discussions with CME Holdings, including receiving a presentation from CME Holdings’ financial advisors as to the basis for CME Holdings’ expression of interest. The transaction committee was established to facilitate oversight of the potential transaction by the boards, not to address any potential conflicts of interest. To address the potential conflict of interest relating to the exercise rights, the CBOT Holdings board established a special transaction committee with a mandate to act in the interests of CBOT Holdings Class A stockholders who do not have a CBOE exercise right or hold a membership on CBOE pursuant to a CBOE exercise right. The board initially designated Larry G. Gerdes, Jackie Clegg and James P. McMillin as the members of the special transaction committee. The board authorized the special transaction committee to engage legal and financial advisors to assist the special transaction committee in its review of the proposed transaction.

On September 14, 2006, the CBOT Holdings special transaction committee held a telephonic meeting to discuss the committee process and the possible retention of Latham & Watkins LLP, or “Latham,” as independent legal advisor. At this meeting, the members of the special transaction committee designated Mr. Gerdes to serve as chairman of the committee.

On September 15, 2006, the CBOT Holdings special transaction committee held a telephonic meeting to review the preliminary discussions with CME Holdings and discuss the committee process, including engaging independent legal and financial advisors. Representatives of Latham participated in the meeting. The special transaction committee approved the engagement of Latham as independent legal advisor to the special transaction committee. The special transaction committee discussed with its legal advisor the potential conflicts of interest that could arise in connection with the proposed transaction. The special transaction committee also instructed its legal advisor to contact representatives of Lazard to evaluate the possibility of Lazard serving as independent financial advisor to the committee and instructed its legal advisor to coordinate with CBOT Holdings’ legal advisor to prepare supplemental resolutions of CBOT Holdings’ board to clarify the mandate, power and authority of the special transaction committee.

On September 18, 2006, the CBOT Holdings special transaction committee held a telephonic meeting to discuss further the non-binding expression of interest received from CME Holdings. Representatives of Latham reviewed the potential conflicts that could arise related to the interests of CBOT Holdings Class A stockholders who do not have a CBOE exercise right or hold a membership on CBOE pursuant to a CBOE exercise right and the interests of members of and lessees of a membership at CBOT with respect to their other rights. The special transaction committee discussed the independence and disinterest of the members of the special transaction committee with respect to these possible conflicts, including Mr. McMillin’s status as a Series B-2 member of CBOT. The special transaction committee also instructed its legal advisor to continue discussions with Lazard regarding the terms on which it would serve as financial advisor and to confirm Lazard’s eligibility to so serve.

On September 19, 2006, Messrs. Duffy and Donohue and other representatives of CME Holdings and its financial and legal advisors met with Messrs. Carey and Dan and other representatives of CBOT Holdings and CBOT and their financial and legal advisors to discuss CME Holdings’ proposed offer.

On September 19, 2006, at a regularly scheduled meeting of the boards of directors of CBOT Holdings and CBOT, Mr. Dan reported on the meeting earlier in the day with CME Holdings and its advisors. Mr. Dan informed the boards that the $130 per share offer contained in CME Holdings’ expression of interest related to an all-stock transaction, whereas the $135 per share offer related to a transaction where the consideration consisted of 70% CME Holdings stock and 30% cash. Mr. Dan also reported that, to continue further discussions, CME Holdings required that CBOT Holdings agree not to engage in discussions relating to business combination transactions with other parties for a period of time. Representatives of JPMorgan noted that CME Holdings had confirmed that its expression of interest was based on publicly available information and did not reflect the current business plan or estimate of synergies of CBOT Holdings’ management. The boards decided to continue discussions with CME Holdings, provided it confirmed its willingness to consider improving its offer upon receipt of limited, non-public information. The boards also determined that if CME Holdings were willing to reconsider its offer range, then the boards were willing to provide CME Holdings an exclusivity agreement for 21 days, subject to the receipt from CME Holdings of an appropriate standstill agreement. At the conclusion of the meeting, legal advisors to the boards reviewed for the directors their respective fiduciary duties under Delaware law to CBOT Holdings Class A stockholders and CBOT members.

Subsequent to the CBOT Holdings board meeting on September 19, 2006, the special transaction committee held a telephonic meeting to discuss the meeting earlier in the day between representatives of CME Holdings and CBOT Holdings. The special transaction committee also discussed the terms on which Lazard would serve as financial advisor.

At a meeting of the CME Holdings executive committee on September 21, 2006, management reviewed for the committee the outcome of the discussions with CBOT Holdings. Following these discussions, the committee approved the formation of a transaction committee comprised of Messrs. Duffy, Donohue, Phupinder S. Gill, president and chief operating officer of CME Holdings, Leo Melamed and John F. Sandner, both directors of CME Holdings, to review, evaluate and negotiate the terms and conditions of any business combination with CBOT Holdings, subject to board oversight and approval.

On September 22, 2006, at a telephonic meeting of the CBOT Holdings special transaction committee, the special transaction committee approved the engagement of Lazard as financial advisor to the special transaction committee. Representatives of Latham discussed the independence and disinterest of the members of the special transaction committee, including Mr. McMillin’s status as a Series B-2 member of CBOT. The special transaction committee determined that Mr. Gerdes and Ms. Clegg were disinterested and independent for the purpose of serving on the special transaction committee, and instructed its legal advisor to investigate further the potential conflicts that could arise related to Mr. McMillin’s status as a Series B-2 member of CBOT.

On September 25, 2006, representatives of CME Holdings and CBOT Holdings, their respective financial advisors and representatives of Skadden, Arps and Freeman, Freeman & Salzman, P.C., legal advisors to CME Holdings, and representatives of Mayer Brown and Peter B. Carey of the Law Offices of Peter B. Carey, legal advisors to CBOT Holdings and CBOT, met to discuss the potential strategic fit and benefits of the business combination to each company and its respective stockholders, including potential cost synergies. Peter B. Carey is a first cousin of Charles P. Carey. CME Holdings also provided CBOT Holdings and CBOT with consensus estimates for 2007 and 2008 that included a sensitivity analysis over a range of trading volumes and rates per contract as well as the potential impact of a select group of new initiatives. The information shared by CBOT Holdings included limited financial projections for 2006 through 2008. The chairman of CBOT Holdings’ special transaction committee, and representatives of its legal and financial advisors, also participated in this meeting. At this meeting, CME Holdings and CBOT Holdings executed a letter agreement providing for a 21-day exclusivity period and a one-year standstill agreement.

On September 25, 2006, CME Holdings, CBOT Holdings and CBOT management requested due diligence materials from the other, including financial information, material contracts and headcount information. The parties exchanged partial responses on September 27, 2006.

On September 26, 2006, the CBOT Holdings special transaction committee, transaction committee and management, together with their respective legal and financial advisors, held a telephonic meeting to review the status of discussions with CME Holdings and discuss the role of the special transaction committee. The participants discussed possible structures for the proposed transaction, both generally and as related to the CBOE exercise rights, and the process for addressing these issues with CME Holdings.

Following the exchange of materials beginning September 27, 2006, management of CME Holdings, CBOT Holdings and CBOT conducted business, financial and legal due diligence with their respective financial and legal advisors. CBOT Holdings and CBOT also retained Deloitte & Touche LLP to assist in their due diligence review of CME Holdings.

The CBOT Holdings special transaction committee held a telephonic meeting on September 27, 2006 with its legal and financial advisors. The special transaction committee discussed with its financial advisor the form of consideration proposed by CME Holdings, including the different value of consideration for cash versus stock offered by CME Holdings in a transaction structure in which CBOT Holdings Class A stockholders received cash and CME Holdings stock, as compared to an all stock transaction, and the possible mechanics for a cash election structure. The special transaction committee discussed with its legal advisor the mandate of the special transaction committee and the independence and disinterest of its members in light of the potential conflicts that could arise related to the interests of CBOT Holdings Class A stockholders who do not have a CBOE exercise right or hold a membership on CBOE pursuant to a CBOE exercise right and the interests of members of CBOT and lessees of CBOT memberships with respect to the other rights of CBOT members, which was referred to as the potential trading rights conflict. Representatives of Latham advised that the initial mandate of the special transaction committee did not address the potential trading rights conflict and that, as a result of Mr. McMillin’s status as a Series B-2 member of CBOT, Mr. McMillin could be perceived as interested with respect to the potential trading rights conflict. In light of the potential trading rights conflict, the special transaction committee determined to recommend that the special transaction committee act solely in the interests of CBOT Holdings Class A stockholders who are not members of CBOT and do not lease a membership on CBOT and who do not otherwise have an exercise right or hold a membership on CBOE pursuant to an exercise right. As a result, it was

determined that Mr. McMillin would be unable to serve on the special transaction committee. It was also determined that, consistent with the revised mandate of the special transaction committee, the special transaction committee could not adequately represent the interests of CBOT Holdings Class A stockholders that are CBOT members or lessees, but do not have an exercise right or hold a membership on CBOE pursuant to a CBOE exercise right. To address this, the special transaction committee determined to recommend that CBOT Holdings’ board establish a separate special committee, the non-ER members committee, to act in the interests of CBOT Holdings Class A stockholders (solely in their capacity as CBOT Holdings Class A stockholders) who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right. The special transaction committee determined that Mr. McMillin would be disinterested and independent for purposes of serving on the non-ER members committee.

On October 3, 2006, the CBOT Holdings special transaction committee, consisting of Mr. Gerdes and Ms. Clegg, and the non-ER members committee, consisting of Mr. McMillin, held a joint telephonic meeting, together with their legal and financial advisors. The special committees noted that CBOT Holdings’ board would consider supplemental resolutions with respect to the mandate, power and authority of the special committees at its special meeting scheduled for October 4, 2006. The non-ER members committee indicated that, subject to clearing conflicts, it expected to engage McDermott Will & Emery LLP, or “McDermott,” as independent legal advisor to the non-ER members committee in connection with the potential transaction. The special committees also discussed further the possible structures for the potential transaction, both generally and as related to the CBOE exercise rights.

On October 4, 2006, the boards of directors of CBOT Holdings and CBOT held a special meeting at which representatives of JPMorgan provided an updated financial analysis of CME Holdings’ September 11, 2006 expression of interest, which was based in part on additional, non-public information provided by CME Holdings, including expected cost synergies. Following the presentation by JPMorgan, legal advisors to the boards reviewed the potential impact of a business combination with CME Holdings on the CBOE exercise rights and discussed potential conflicts that may arise in the course of considering such a business combination. They noted that, in addition to a possible conflict relating to the CBOE exercise rights, the directors who were members of CBOT might have a conflict because they would have an interest in protecting the other rights of CBOT members following a merger with CME Holdings that CBOT Holdings Class A stockholders who were not CBOT members would not share. The CBOT Holdings board revised the mandate of the special transaction committee to address the potential trading rights conflict. In addition, CBOT Holdings’ board established the non-ER members committee as a separate committee to act in the interests of CBOT Holdings Class A stockholders (solely in their capacity as CBOT Holdings Class A stockholders) who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right with respect to the potential exercise rights conflict. The non-ER members committee was authorized to retain independent legal and financial advisors and rely on analysis conducted by, and the findings of, the special transaction committee and on its recommendation to CBOT Holdings’ board as to any potential transaction. In addition, Mr. McMillin was removed from the special transaction committee. CBOT Holdings’ board also resolved that it would not recommend a transaction with CME Holdings for approval by CBOT Holdings Class A stockholders without the prior favorable recommendation by each of these committees.

On October 5, 2006, representatives of CME Holdings met with representatives of CBOT Holdings to communicate a revised offer and to discuss other terms of the potential transaction. The chairman of CBOT Holdings’ special transaction committee, and representatives of its legal and financial advisors, participated in this meeting. CME Holdings’ revised offer provided that CBOT Holdings Class A stockholders would receive up to 31% of the ownership in CME Group, with up to $2 billion in cash to be available to CBOT Holdings Class A stockholders in a manner not yet agreed upon. At this meeting, the chairmen of CME Holdings and CBOT Holdings agreed to support an exchange ratio resulting in CBOT Holdings Class A stockholders owning 31% of the combined company, subject to their respective board approvals, and the chairman of CBOT Holdings’ special transaction committee agreed to recommend to the special transaction committee that negotiations continue on

the basis of such ownership interest. Also on that day, CME Holdings engaged PricewaterhouseCoopers, or “PwC,” to perform financial due diligence on CBOT Holdings and other advisory services.

On October 5, 2006, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their respective legal and financial advisors. The non-ER members committee noted that McDermott had been engaged as independent legal advisor to the non-ER members committee. The special committees reviewed the discussions with representatives of CME Holdings and their advisors earlier on October 5, 2006, including CME Holdings’ revised offer. The special committees noted that CME Holdings did not offer a different value of consideration for a transaction in which CBOT Holdings Class A stockholders received cash and CME Holdings stock, as compared to an all stock transaction. The special transaction committee instructed Lazard to analyze CME Holdings’ revised offer and report back to the special committees, both generally and as related to the absence of a different value of consideration for cash versus stock in CME Holdings’ revised offer.

The CME Holdings board of directors held a special meeting on October 6, 2006, during which the board received an update on the status of the negotiations with CBOT Holdings and reviewed a number of considerations with respect to the transaction, including the proposed financial terms, regulatory and antitrust considerations, timing, process and integration. The CME Holdings board of directors recommended that the transaction committee proceed with the negotiations and continue to provide periodic updates to the board.

In the morning of October 6, 2006 prior to CBOT Holdings’ board meeting, the special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their respective legal and financial advisors, to discuss what guidance, if any, the special committees could provide to CBOT Holdings’ board with respect to CME Holdings’ revised offer. Lazard noted that it would be prepared to present its preliminary analysis of CME Holdings’ revised offer at a joint meeting of the special committees scheduled for October 9, 2006. The special committees determined to support CBOT Holdings’ continued negotiations with CME Holdings through the weekend, including initial negotiations related to the structure of the proposed transaction.

On October 6, 2006, the boards of directors of CBOT Holdings and CBOT held a special meeting at which Mr. Carey reported on the discussions with CME Holdings and its advisors the previous day, including CME Holdings’ revised offer. Representatives of JPMorgan provided their views on the revised offer and the status of the negotiations. The chairman of the special transaction committee discussed the status of the special committees’ review of CME Holdings’ revised offer and advised that the special committees supported continued negotiations with CME Holdings through the weekend, but that the special committees were not then in a position to recommend CME Holdings’ revised offer. The boards authorized the transaction committee to pursue further negotiations with CME Holdings to determine the terms of a potential transaction based on a 31% ownership by CBOT Holdings Class A stockholders (to be reduced by cash elected by those stockholders) of the combined entity.

Also on October 6, 2006, legal advisors to CBOT Holdings and CBOT, the special transaction committee and CME Holdings met to discuss the legal implications of the proposed structure of the merger.

On October 8, 2006, Messrs. Duffy, Donohue and Carey, along with legal advisors to CME Holdings, CBOT Holdings and CBOT, met to informally discuss issues relating to the proposed transaction, including governance, management structure, trading rights of CBOT and CME members, trading floor and building utilization options and the scheduling of future meetings of representatives of the parties to further discuss issues relating to the proposed transaction.

From October 9, 2006 through October 15, 2006, the CME Holdings transaction committee met on a daily basis to discuss issues relating to the proposed transaction, including the management structure and governance of the combined entity, issues relating to the rights of members of each exchange, the proposed terms of the

transaction, cost and revenue synergies, the impact of a transaction on the CME Holdings’ transaction services arrangement with NYMEX and the antitrust review process. During this period of time, CME Holdings and CBOT Holdings each made available to the other party legal and business due diligence materials. The parties, with assistance from their legal and financial advisors, reviewed the due diligence materials, along with publicly available information, and engaged in diligence discussions regarding their respective businesses. The CME Holdings diligence team provided its management and transaction committee with periodic updates as to the status of their diligence review and any issues raised during the review.

Also during this period of time, the CME Holdings transaction committee met periodically with the CBOT Holdings transaction committee, together with representatives of their respective management and legal and financial advisors, to discuss and negotiate the governance of the combined entity, issues relating to the members of each exchange, the location of the trading floor and certain of the proposed terms of the transaction.

On October 9, 2006, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their respective legal and financial advisors, to discuss CME Holdings’ revised offer. Representatives of Lazard discussed their preliminary analysis of CME Holdings’ revised offer, including the absence of a different value of consideration for cash versus stock in CME Holdings’ revised offer and potential structures by which cash could be made available to CBOT Holdings Class A stockholders in the transaction. The special committees requested that Lazard complete additional analysis and report back to the special committees at a joint meeting scheduled for October 11, 2006.

On October 11, 2006, Skadden, Arps delivered to CBOT Holdings and Mayer Brown a proposed merger agreement between CME Holdings and CBOT Holdings. From this time until early in the morning on October 17, 2006, representatives of the parties and their respective legal advisors engaged in extensive negotiations regarding the terms of the merger agreement. The chairman of CBOT Holdings’ special transaction committee, and representatives of its legal and financial advisors, participated in these negotiations.

On October 11, 2006, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their respective legal and financial advisors, to discuss further CME Holdings’ revised offer. Representatives of Lazard discussed further their preliminary analysis of CME Holdings’ proposal and, in particular, alternative election structures by which cash could be offered to CBOT Holdings Class A stockholders. The special committees determined to request that CME Holdings further revise its proposal to provide a greater nominal value for cash consideration as opposed to stock consideration and to utilize an election structure by which a fixed value of cash per share established upon transaction announcement would be made available to CBOT Holdings Class A stockholders at their election. On October 12, 2006, representatives of Lazard contacted a representative of Lehman Brothers and made such requests.

In the morning of October 13, 2006, the CBOT Holdings special transaction committee and the non-ER members committee held a joint meeting, together with their respective legal and financial advisors. The special committees discussed the draft merger agreement with their respective legal advisors. The special committees also discussed, in consultation with Lazard, alternatives to the potential transaction and the non-solicitation provisions and the termination fee requested by CME Holdings relative to other transaction precedents. The special committees determined to reiterate their earlier request related to the different value of consideration for cash versus stock and the structure of the cash election and to seek more favorable non-solicitation and termination provisions, including a reduced termination fee.

On October 13, 2006, representatives of CME Holdings provided a select group of CBOT Holdings representatives, including their financial advisors, limited financial projections for CME Holdings for 2007 and 2008. On October 13, 2006, CME Holdings also revised its offer to increase the aggregate cash consideration available to CBOT Holdings Class A stockholders in the merger from $2 billion to $3 billion. Also on October 13, 2006, Skadden, Arps delivered to CBOT Holdings and Mayer Brown proposed amended and restated certificates of incorporation and bylaws for CBOT and CME Holdings to become effective at the time of the

merger. From this time until early in the morning on October 17, 2006, representatives of the parties and their respective legal advisors engaged in extensive negotiations regarding the terms of these governance documents.

On October 14, 2006, the CBOT Holdings special transaction committee and the non-ER members committee held a joint meeting, together with their respective legal and financial advisors, to review the status of negotiations with CME Holdings. The chairman of the special transaction committee described the recent negotiations. The special committees discussed CME Holdings’ offer to increase the aggregate cash consideration available to CBOT Holdings Class A stockholders in the merger from $2 billion to $3 billion, and noted that CME Holdings rejected the special committees’ requests that CME Holdings provide a different value of consideration for cash versus stock and utilize a structure by which a fixed value of cash per share, determined at the time of the announcement of the transaction, would be made available to CBOT Holdings Class A stockholders at their election. The special committees discussed the value of the cash election provision, as proposed by CME Holdings, to CBOT Holdings Class A stockholders due to the opportunity for CBOT Holdings Class A stockholders to obtain immediate liquidity, without regard to market constraints, with respect to their CBOT Holdings shares, and determined that further negotiation of a different value of consideration for cash versus stock and the structure of the cash election was less important than continuing their efforts to seek more favorable non-solicitation and termination provisions, including a reduced termination fee.

The governance committee of the CME Holdings board of directors held a special meeting on October 15, 2006 to discuss the proposed governance structure of the board of the combined entity, including the representation on such board from each of CME Holdings and CBOT Holdings.

On October 15, 2006, the CME Holdings board of directors held a special meeting to consider the proposed transaction with CBOT Holdings. At this meeting, the transaction committee and management updated the board on the negotiations with CBOT Holdings and reviewed the strategic rationale for pursuing the transaction, including the potential cost synergies. The board received reports on the outcome of the due diligence review, including presentations from PwC on its financial due diligence of CBOT Holdings and from management on the legal due diligence review conducted by management and by its legal advisors. During the meeting, representatives of CME Holdings’ management and Skadden, Arps made presentations to the board regarding the terms of the draft merger agreement, including the proposed governance structure and other terms of the proposed transactions, including timing and process for stockholder approval, as well as the governmental approval process. In addition, representatives from Lehman Brothers and William Blair reviewed their financial analyses of the proposed transaction and the consideration that CME Holdings proposed to pay to CBOT Holdings Class A stockholders. Representatives from Skadden, Arps also reviewed with the board of directors the legal standards applicable to decisions regarding business combinations, which had been described at a number of earlier meetings. CME Holdings’ legal advisors also updated the board on regulatory and antitrust considerations. The board of directors considered and discussed the various presentations made at the meeting and at prior meetings.

On October 15, 2006, the CBOT Holdings special transaction committee and the non-ER members committee held a joint meeting, together with their respective legal and financial advisors, to review the status of negotiations with CME Holdings. Representatives of Latham described the negotiation of the non-solicitation and termination provisions in the draft merger agreement, including the role of the special committees should alternative transactions arise. The special committees, in consultation with Lazard, also discussed the termination fee requested by CME Holdings relative to termination fees in precedent transactions. The special committees adjourned their joint meeting to participate in the CBOT Holdings board meeting.

The boards of directors of CBOT Holdings and CBOT held a special meeting on October 15, 2006 at which Mr. Carey described for directors the negotiations that had occurred over the last several days and the terms of the revised offer from CME Holdings. Representatives of JPMorgan provided an updated review and financial analysis of the revised offer. In addition, the boards’ legal advisors reviewed for the directors the terms of the proposed merger, the effect of the transaction on the rights of CBOT’s members and the potential impact of the

transaction on the CBOE exercise rights, and reviewed how the open points in negotiations might affect these matters. The legal advisors also reviewed for directors their duties under Delaware law and updated the boards on regulatory and antitrust matters related to the proposed transaction, including the likely timing for stockholder action and regulatory and antitrust reviews. Members of senior management, with the assistance of the boards’ legal and financial advisors and representatives of Deloitte & Touche LLP, also reported on the results of their due diligence investigation of CME Holdings.

After the CBOT Holdings board meeting, the special committees reconvened their joint meeting, together with their respective legal and financial advisors, to review and discuss the due diligence performed by CBOT Holdings and its legal advisors in connection with the potential transaction. Representatives of CBOT Holdings and Mayer Brown participated in this meeting at the request of the special committees.

On October 16, 2006, the CME Holdings board of directors held another special meeting at which Mr. Duffy, Mr. Donohue and representatives of Skadden, Arps updated the board on the negotiations that had taken place with CBOT Holdings since the last board meeting. Representatives of Skadden, Arps reviewed for the board the principal terms of the transaction, including the structure, the merger consideration and the covenants related to operations of the business prior to closing the transaction as well as the non-solicitation and termination provisions and the combined company’s obligations with respect to CBOT members following the closing. Representatives from Lehman Brothers and William Blair each provided updates on their respective analyses and verbally stated their opinions (subsequently confirmed in writing) that based upon and subject to the assumptions, conditions, limitations and other matters discussed and ultimately set forth in the written opinion, the consideration to be paid by CME Holdings in the proposed transaction was fair to the company. Following deliberations and reviewing all aspects of the proposed transaction as presented to the board of directors at this and prior meetings, the CME Holdings board of directors determined by unanimous vote of the directors present that the merger agreement and the transactions contemplated by the merger agreement were advisable, fair to and in the best interests of CME Holdings and its stockholders and then approved and adopted the merger agreement, authorized management to enter into the merger agreement, resolved to submit the merger agreement to CME Holdings stockholders for approval and recommended that CME Holdings stockholders adopt the merger agreement and the transactions contemplated thereby. Dr. Scholes was the only director of CME Holdings not present at the time of the vote. On November 1, 2006, Dr. Scholes joined the board in unanimously ratifying all of the actions taken at the October 16, 2006 meeting.

On October 16, 2006, the CBOT Holdings special transaction committee and the non-ER members committee held a joint meeting, together with their respective legal and financial advisors, to review the most recent draft of the merger agreement and the potential transaction. The legal advisors reviewed for the directors their duties under Delaware law and discussed the process undertaken by the special committees to discharge their duties. Representatives of Lazard provided a review and financial analysis of the revised CME Holdings offer. The legal advisors discussed the non-solicitation and termination provisions in the draft merger agreement, including the role for the special committees. The special committees determined, after consultation with their legal and financial advisors, that the termination fee and the other non-solicitation and termination provisions in the draft merger agreement would not preclude an alternative proposal, including one that could affect exercise rights and other rights of CBOT members differently than the merger agreement. The boards of directors of CBOT Holdings and CBOT also held a special meeting on October 16, 2006 at which they received an update on the status of the negotiations with CME Holdings from their financial advisors and management.

On October 17, 2006, the boards of directors of CBOT Holdings and CBOT held a special meeting at which Messrs. Carey and Dan, with the assistance of the boards’ legal and financial advisors, updated the directors on the results of merger agreement negotiations that had occurred since the October 15, 2006 special meetings of the boards. Representatives of Mayer Brown reviewed for the boards the material terms of the merger agreement that had been negotiated. Representatives of JPMorgan rendered their oral opinion (subsequently confirmed in writing) that as of October 17, 2006 and based on and subject to the matters described in its opinion, the consideration to be received by the holders of CBOT Holdings Class A common stock in the merger of CBOT

Holdings with and into CME Holdings was fair, from a financial point of view, to such holders. At that point the meeting was adjourned so that the special transaction committee and the non-ER members committee of CBOT Holdings’ board could hold meetings.

The CBOT Holdings special transaction committee and the non-ER members committee held a joint meeting, together with their respective legal and financial advisors, to consider the potential transaction on the final terms and conditions of the merger agreement that had been negotiated. Representatives of Lazard rendered that firm’s oral opinion to the special transaction committee (subsequently confirmed in writing) that as of October 17, 2006, and based upon and subject to the assumptions, limitations and qualifications set forth in the opinion, the exchange ratio was fair, from a financial point of view, to the Class A stockholders of CBOT Holdings other than the stockholders of CBOT Holdings who have exercise right privileges at CBOE or have exercised such exercise right privileges at CBOE. Representatives of Lazard confirmed that the non-ER members committee was entitled to rely on Lazard’s opinion. The special transaction committee then unanimously (i) determined that the merger, on the terms and subject to the conditions set forth in the merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and do not otherwise have an exercise right or own a membership on CBOE pursuant to such exercise right, (ii) recommended that CBOT Holdings’ board authorize and approve the merger agreement and the merger and (iii) recommended adoption of the merger agreement and the merger by CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and do not otherwise have an exercise right or own a membership on CBOE pursuant to such exercise right. The special transaction committee did not make any recommendation as to whether or to what extent any CBOT Holdings Class A stockholder should elect cash or stock consideration in the merger.

The CBOT Holdings non-ER members committee then convened a separate meeting, together with its legal advisor, to consider the potential transaction on the terms and conditions of the merger agreement that had been negotiated. The non-ER members committee (i) determined that the merger, on the terms and subject to the conditions set forth in the merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right, (ii) recommended that CBOT Holdings’ board authorize and approve the merger agreement and the merger and (iii) recommended adoption of the merger agreement and the merger by CBOT Holdings Class A stockholders who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right. The non-ER members committee did not make any recommendation as to whether or to what extent any CBOT Holdings Class A stockholder should elect cash or stock consideration in the merger.

The special meeting of the CBOT Holdings and CBOT boards was reconvened later on October 17, 2006. The chairman of the special transaction committee reported that the special transaction committee had, with the assistance of its financial and legal advisors, completed its review of the proposed transaction, and recommended that CBOT Holdings’ board authorize and approve the merger agreement and the merger. Following the report by the special transaction committee, the sole member of the non-ER members committee reported that the non-ER member committee had, with the assistance of its legal advisor and relying on the analysis conducted by, and the findings of, the special transaction committee and on the special transaction committee’s recommendation to CBOT Holdings’ board, completed its review of the proposed transaction, and recommended that CBOT Holdings’ board authorize and approve the merger agreement and the merger.

Following additional discussion with CBOT Holdings’ senior management and the boards’ legal and financial advisors, CBOT’s board unanimously (i) approved the merger agreement and the transactions contemplated thereby, including the merger, (ii) determined that the repurchase of the sole outstanding share of Class B common stock of CBOT Holdings in connection with the merger was advisable and in the best interest of the CBOT and its members, (iii) approved the amended and restated certificate of incorporation and bylaws, the forms of which are included as exhibits to the merger agreement, (iv) resolved to submit the repurchase of the

share of Class B common stock and the amended and restated certificate of incorporation to the Series B-1 and Series B-2 members for their approval and (v) recommended that the Series B-1 and Series B-2 members approve the repurchase of the share of Class B common stock and the amended and restated certificate of incorporation.

In addition, CBOT Holdings’ board unanimously (i) approved the merger agreement and the transactions contemplated thereby, including the merger and any transfer of shares of Class A-3 common stock pursuant to the merger, (ii) determined that the merger agreement and the transactions contemplated thereby were advisable and fair to and in the best interest of CBOT Holdings and its stockholders, (iii) resolved to submit the merger agreement to CBOT Holdings Class A stockholders for their approval and (iv) recommended that CBOT Holdings Class A stockholders adopt the merger agreement and the transactions contemplated thereby. CBOT Holdings’ board also authorized the appropriate officers to finalize the merger agreement and related documentation.

In the early morning of October 17, 2006, representatives of CME Holdings and CBOT Holdings executed the merger agreement and announced the transaction through the issuance of a joint press release prior to the open of the U.S. financial markets on October 17, 2006.

From October 17, 2006 through March 15, 2007, officers, employees and representatives of CBOT Holdings and CME Holdings met on a regular basis both in person and by telephone in order to plan for the integration of CBOT Holdings and CME Holdings and to prepare and file proxy materials and filings with the Department of Justice under the HSR Act.

In February 2007, the parties set April 4, 2007 as the date for the special meetings of the stockholders of CBOT Holdings and CME Holdings and the members of CBOT to vote on the proposed merger and related matters, and a joint proxy statement/prospectus was mailed to the stockholders of CBOT Holdings and CME Holdings and the members of CBOT in early March 2007.

In the early morning of March 15, 2007, CBOT Holdings received an unsolicited, non-binding proposal letter from ICE regarding a merger with CBOT Holdings. ICE’s Chairman and Chief Executive Officer, Jeffrey C. Sprecher, also telephoned Mr. Carey to notify him of the proposal. According to its most recent Annual Report on Form 10-K filed with the SEC, ICE operates an electronic futures and over-the-counter marketplace for trading energy products and is the parent company of the New York Board of Trade, or “NYBOT,” which offers open outcry trading of futures and options on futures on soft commodities, foreign exchange and equity and commodity indices. NYBOT also owns the New York Clearing Corp., a clearing house.

In its March 15, 2007 letter, ICE proposed to merge with CBOT Holdings in a transaction in which holders of CBOT Holdings Class A common stock would receive 1.42 shares of ICE Class A common stock for each share of CBOT Holdings Class A common stock. The letter stated that the proposed exchange ratio would result in CBOT Holdings stockholders owning approximately 51.5% of the combined company. ICE also stated that it would explore a cash election feature if such a feature was important to CBOT Holdings’ stockholders, and that it had access to significant financing sources should it be required. ICE said that, based on its review of publicly-available information, it estimated over $240 million per annum in combination benefits, on a pre-tax basis. ICE proposed to retain the Chicago Board of Trade name and locate the corporate headquarters of the combined company in Chicago.

Later in the morning of March 15, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting at which Mr. Carey described the contents of the letter from ICE, a copy of which had previously been sent to the directors, and the telephone call from Mr. Sprecher. Representatives of Mayer Brown reviewed for directors the provisions in the merger agreement pertaining to takeover proposals, and representatives of JPMorgan described for the boards the work and analysis they were undertaking in connection with the ICE proposal. The boards’ legal advisors also discussed various matters regarding the upcoming April 4, 2007 special meetings, including the possibility of delaying the meetings.

Beginning March 15, 2007 through May 10, 2007, the CME Holdings transaction committee met periodically, including with its financial and legal advisors and management, to discuss strategy and issues relating to the ICE proposal, the Department of Justice review and other matters.

On March 15, 2007, CME Holdings management and certain members of the CME Holdings board held an informational teleconference with representatives of Skadden, Arps, Lehman Brothers and William Blair to discuss a preliminary analysis of the ICE proposal.

On March 16, 2007, at the request of CME Holdings, representatives of CBOT Holdings and CBOT, members of the special transaction committee and the non-ER members committee, and their respective legal and financial advisors met with representatives of CME Holdings and its legal and financial advisors. At this meeting, Mr. Donohue presented CME Holdings’ assessment of the proposal from ICE as compared to the merger with CME Holdings, including CME Holdings’ estimate of potential synergies and its assessment of the risks involved in combining ICE and CBOT Holdings.

Later that day, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their financial and respective legal advisors, to review and discuss the ICE proposal. Representatives of Lazard provided background information on ICE and reviewed the terms of the ICE proposal. The legal advisors reviewed for the directors the rights and obligations of the special committees under the non-solicitation provisions of the original merger agreement applicable to the special committees’ consideration of the ICE proposal. The special committees discussed the role of the special committees in, and the process for, reviewing and evaluating the ICE proposal. It was noted that either the CBOT Holdings board or the special transaction committee could make the determination under the original merger agreement to permit CBOT Holdings to furnish information to, and participate in discussions or negotiations with, ICE with respect to the ICE proposal.

In the afternoon of March 16, 2007, the CME Holdings board of directors held an informational teleconference, together with CME Holdings management and their legal and financial advisors, to discuss the ICE proposal. Representatives of Skadden, Arps reviewed the terms of the ICE proposal, the terms of the original merger agreement with respect to takeover proposals and the status of the Department of Justice review of the merger with CBOT Holdings. CME Holdings’ management and representatives of Lehman Brothers and William Blair reviewed the financial terms of the ICE proposal.

In the evening of March 16, 2007, LAMPERS filed a putative class action complaint in Delaware state court against CBOT Holdings, its directors and CME Holdings. The complaint alleges, among other things, that CBOT Holdings and its directors breached their fiduciary duties related to the CBOT Holdings/CME Holdings merger by failing to fully consider possible alternative transactions, including the March 15, 2007 proposal by ICE; approving allegedly improper deal protection devices including a $240 million termination fee and a no-shop/no-talk provision; and failing to fully disclose material information regarding the process leading to the announcement of the original merger agreement. The complaint further alleges that CME Holdings aided and abetted the alleged breaches of fiduciary duty. The plaintiff seeks to enjoin the CBOT Holdings/CME Holdings merger. The complaint also seeks unspecified compensatory damages, interest and attorneys fees.

On March 18, 2007, ICE, through its legal advisor, Sullivan & Cromwell, provided to CBOT Holdings, the special transaction committee, the non-ER members committee and their respective legal advisors a draft merger agreement and related exhibits reflecting ICE’s March 15, 2007 proposal. In the accompanying cover letter, Mr. Sprecher stated that ICE was willing to accept substantially all of the terms of the existing agreement with CME Holdings, and that it was willing to enter into a definitive agreement in the form of the draft attached to the letter expeditiously. Mr. Sprecher also stated that ICE would like to discuss an alternative structure in which CBOT Holdings would be the surviving entity.

In the morning of March 19, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting to continue their review of the ICE proposal. Representatives of Mayer Brown reviewed for the directors their fiduciary duties under Delaware law and the provisions of the merger agreement pertaining to takeover proposals. They also discussed various matters relating to the April 4, 2007 special meetings, including disclosure requirements under state and federal law and provisions of the original merger agreement pertaining to the special meetings. Representatives of Mayer Brown also described the LAMPERS litigation and provided an update on the Department of Justice review of the pending merger with CME Holdings, as well as a preliminary

analysis of the likely antitrust review of a combination with ICE. Peter B. Carey reviewed the potential impact of the proposed ICE transaction on the CBOE exercise right, and updated the boards on the CBOE litigation. Representatives of JPMorgan reviewed various financial aspects of the ICE proposal based on publicly available information regarding ICE. At the conclusion of the meeting, the board of directors of CBOT Holdings determined, after consultation with its advisors, that ICE’s proposal was a bona fide written “Takeover Proposal,” within the meaning of Section 6.5 of the original merger agreement, and that (i) the failure to furnish information or participate in discussions or negotiations could reasonably be expected to result in a breach of the board’s fiduciary duties and (ii) ICE’s proposal could reasonably be expected to result in a “Superior Proposal,” within the meaning of the original merger agreement. The CBOT Holdings board authorized and directed the transaction committee and the special transaction committee to engage in discussions with and provide information to ICE in connection with its proposal, and CBOT Holdings promptly advised ICE of its decision and issued a press release to that effect. Mayer Brown also provided to Sullivan & Cromwell a draft confidentiality agreement, the terms of which were negotiated by the parties over the next several days. In addition, CBOT Holdings and the special transaction committee, together with their respective legal and financial advisors, began to prepare financial, operational and legal due diligence requests to be submitted to ICE.

Subsequent to the CBOT Holdings and CBOT board meetings on March 19, 2007, the special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss, among other things, the process for reviewing and evaluating the ICE proposal and the timing of the CBOT Holdings special meeting of stockholders, which was then scheduled for April 4, 2007.

On March 20, 2007, the boards of directors of CBOT Holdings and CBOT held a regularly scheduled meeting at which the boards’ legal and financial advisors again discussed various matters regarding the upcoming April 4, 2007 special meetings, including the possibility of delaying the meetings. The boards determined to postpone the meetings to ensure sufficient time to fully analyze the proposal from ICE and prepare and distribute revised proxy materials describing these developments. The directors also discussed the timing of the due diligence review of ICE. The boards also received an update from representatives of Mayer Brown on the status of the Department of Justice’s review of the merger with CME Holdings. CBOT Holdings and CBOT prepared and issued a press release announcing the postponement of the special meetings.

Later in the day on March 20, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss, among other things, the process for reviewing and evaluating the ICE proposal, possible strategies for negotiating with CME Holdings and ICE, the postponement of the CBOT Holdings special meeting of stockholders, and the status and timing of the Department of Justice’s review of the merger with CME Holdings. The special transaction committee requested that its legal advisor undertake an independent review of the status of the Department of Justice review.

On March 21, 2007, the board of directors of CME Holdings held a special meeting, together with its legal and financial advisors, during which the board received management’s preliminary analysis of the ICE proposal. A representative of Skadden, Arps again reviewed the provisions relating to takeover proposals in the original merger agreement and discussed the status of the LAMPERS litigation. The board authorized the transaction committee to formulate a strategy for responding to the ICE proposal and to conduct discussions with CBOT Holdings in connection therewith. The board also received an update on the status of the Department of Justice review of the merger with CBOT Holdings.

On March 22, 2007, CME Holdings held a meeting for CBOT Holdings stockholders and CBOT members at which Messrs. Duffy, Donohue and other members of CME Holdings’ board and management presented their views regarding the benefits of the proposed merger with CME Holdings as compared to the ICE proposal.

Also on March 22, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors. The special

committees discussed the retention of an independent technology consultant to evaluate the capability and scalability of ICE’s technology and trading and clearing platforms, and instructed the financial and legal advisors to contact potential consultants to obtain proposals related to the scope, timing and cost of the evaluation. The special committees determined that the special transaction committee would retain the independent technology consultant, and the non-ER members committee would be permitted to review and rely upon any report of the independent technology consultant. The special committees also discussed alternate strategies by which to obtain improvements to the financial and legal terms of the original merger agreement and the ICE proposal.

On March 23, 2007, members of CBOT Holdings’ management, the boards’ legal and financial advisors and the legal and financial advisors to the special transaction committee and the non-ER members committee, as well as certain other advisors, met to establish a process and timeline for the review of ICE and its proposal and possible strategies for negotiation with CME Holdings and ICE. Later in the day, the boards of directors of CBOT Holdings and CBOT held a special meeting at which management and the legal advisors described for the boards the process and timeline for the review of ICE and its proposal. Representatives of Mayer Brown again reviewed the duties of directors under Delaware law, as well as the provisions in the original merger agreement pertaining to the boards’ review of the ICE proposal and CME Holdings’ rights in the event the boards or the special transaction committee were to change their recommendation of the merger with CME Holdings. They also reviewed potential alternatives available to ICE in the event the boards determined not to change their recommendation. The boards also authorized the transaction committee and the special transaction committee to oversee the interactions with ICE and its advisors on a day to day basis.

Later in the day on March 23, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss, among other things, possible strategies for negotiating with CME Holdings and ICE and the financial information provided by ICE and CME Holdings with respect to the ICE proposal and the merger, respectively. The special committees also discussed the process for reviewing and evaluating the ICE proposal. The special committees instructed their respective advisors to participate actively in the due diligence process with ICE and its advisors. In addition, the special committees determined to request that CBOT Holdings not negotiate exercise right-related and trading-related issues raised by the ICE proposal until receipt of prior approval of the special committees, after financial and legal issues identified by the special committees were negotiated or substantially advanced.

Also on March 23, 2007, CBOT Holdings and ICE entered into a confidentiality agreement. CBOT Holdings’ legal advisors then furnished to Sullivan & Cromwell financial, operational and due diligence request lists.

In addition, CME Holdings sent a letter to Messrs. Carey and Dan on March 23, 2007 with additional analysis by CME Holdings of the CME Holdings merger and the ICE proposal, including additional details regarding CME Holdings’ estimate of achievable synergies under the ICE proposal.

On March 24, 2007, CBOT Holdings and its advisors, as well as the special transaction committee and its advisors, participated in a conference call with ICE and its advisors to discuss the coordination of due diligence efforts.

Beginning March 25, 2007, CBOT Holdings, ICE and their respective legal and financial advisors were granted access to each other’s data rooms.

On March 26, 2007, representatives of Mayer Brown contacted representatives of Sullivan & Cromwell to request that ICE clarify certain aspects of its proposal.

On March 26, 27 and 28, 2007, members of management and other employees of CBOT Holdings and ICE met and made presentations regarding various aspects of their respective businesses and the proposed combination, including finance and accounting, projections for 2007 and 2008, potential synergies, clearing, technology and operations, marketing and human resources. Also in attendance at these meetings were the

parties’ respective legal and financial advisors and the legal and financial advisors to CBOT Holdings’ special transaction committee and non-ER members committee. The parties continued their due diligence reviews following those meetings, with the assistance of their respective legal and financial advisors and the legal and financial advisors to CBOT Holdings’ special transaction committee and non-ER members committee. In addition, representatives of Latham advised a representative of Sullivan & Cromwell that the special committees and their respective advisors were available to meet and hold discussions with ICE and its advisors independent of the CBOT Holdings board and its advisors or CBOT Holdings’ management.

On March 27, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss, among other things, the status of the due diligence process with ICE and certain financial and legal terms in the ICE proposal. Mr. Dan participated in this meeting, at the request of the special committees, to provide an overview of the due diligence process with ICE.

On March 28, 2007, at the request of CME Holdings, Messrs. Carey and Dan, together with the legal advisors to CBOT Holdings and CBOT and the special transaction committee, met with Messrs. Duffy and Donohue and CME Holdings’ legal advisors to discuss rescheduling the parties’ special meetings.

In the morning of March 29, 2007, members of the CBOT Holdings special transaction committee and the non-ER members committee, together with their legal and financial advisors, interviewed representatives of CSC Consulting, Inc., or “CSC,” and another potential technology consultant with respect to their possible retention as independent technology consultant to the special transaction committee. Members of the CBOT Holdings transaction committee and CBOT Holdings’ management participated in these interviews at the request of the special committees.

Also on March 29, 2007, members of management of CBOT Holdings met with CBOT Holdings’ legal and financial advisors, as well as the legal and financial advisors to the special transaction committee, in order to discuss the status of the due diligence process and their initial reactions to the information provided by ICE during the previous three days of due diligence sessions.

In the afternoon of March 29, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss, among other things, the status of the due diligence process with ICE, the process of retaining an independent technology consultant, and the request by CME Holdings for CBOT Holdings to set a new date for the CBOT Holdings special meeting of stockholders.

On April 2, 2007, the CBOT Holdings transaction committee met and discussed the timing for rescheduling the special meetings to vote on the CME Holdings merger and concluded that, given the relatively early stage of the due diligence process in connection with the ICE proposal, it could not yet determine a date for rescheduling the special meetings.

Also on April 2, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss, among other things, the status of the due diligence process with ICE and the retention of the independent technology consultant. The special transaction committee approved an amendment to the Lazard engagement letter to formalize the terms on which Lazard would serve as financial advisor to the special transaction committee in connection with the review and evaluation of the ICE proposal, any revised proposal from CME Holdings and any alternate proposal.

Also on April 2, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting at which management updated the boards on the ongoing due diligence process with respect to ICE and its proposal, noting in particular that additional information was required concerning operations, clearing and

technology. In addition, Mr. Carey reported on recent discussions with CME Holdings regarding rescheduling the special meetings. Following the meeting, Mr. Carey called Mr. Duffy and informed him that he did not know how long the ICE due diligence would take and therefore CBOT Holdings was not in a position to set a date for the special meetings. Mr. Carey told Mr. Duffy that he would address this topic again with him following a board meeting scheduled for April 11, 2007.

On April 3, 2007, management of CBOT Holdings provided CME Holdings with updated projections for CBOT Holdings for 2007 and 2008 which had previously been given to ICE, including a new base case and a new base plus case that included alternative and more favorable assumptions than those in the projections provided to CME Holdings before the execution of the original merger agreement regarding volume growth, rate per contract and the impact of new initiatives.

Also on April 3, 2007, CME Holdings announced that it was postponing its special meeting of stockholders, originally scheduled to be held on April 4, 2007.

Also on April 3, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors. At the request of the special committees, Mr. Durkin participated in the meeting and provided his views as to the capabilities, expertise and professional experience of potential technology consultants. After Mr. Durkin left the meeting, the special committees discussed, among other things, the scope, timing and costs for the evaluation by the potential technology consultants, and determined to engage CSC as independent technology consultant to the special transaction committee. The special transaction committee determined that the non-ER members committee, as well as the CBOT Holdings transaction committee and the CBOT Holdings board of directors, would be permitted to review and rely upon any report of the independent technology consultant. CSC was advised of this retention and, on April 6, 2007, commenced its work at the direction of the special committee and its counsel.

On April 4, 2007, the CBOT Holdings special transaction committee and non-ER members committee held a joint telephonic meeting to discuss possible strategies for negotiating with CME Holdings and ICE, including alternative strategies by which to obtain improvements to the financial and legal terms of the original merger agreement and the ICE proposal. Both legal and financial advisors were present, and the financial advisor led these discussions.

During April and May 2007, Messrs. Duffy, Donohue, Dan and Carey held several conference calls and also had in person meetings with legal representatives to discuss among other things, the anticipated time frame for the conclusion of the review of the ICE proposal and the Department of Justice review process of the merger of CME Holdings and CBOT Holdings.

On April 5, 2007, the CBOT Holdings transaction committee and the CBOT Holdings special transaction committee held a joint meeting, together with their respective legal and financial advisors, at which management further updated the committees on the ongoing due diligence process with respect to ICE and its proposal. In addition, representatives of JPMorgan discussed various matters relating to the ICE proposal and the original merger agreement, including the relative market values of the ICE proposal and the CME Holdings transaction and potential timelines for completing the process with ICE and CME Holdings.

Later that afternoon, Messrs. Gerdes and Sprecher, together with representatives of their respective legal advisors, met in Chicago, Illinois. Messrs. Gerdes and Sprecher discussed, among other things, ICE’s history and strategic plans, the ICE proposal, including the proposed governance of a combined entity, the status of the due diligence process with ICE, and the timing by which ICE proposed to submit a complete revised proposal.

On April 6, 2007, the CBOT Holdings special transaction committee and non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss, among other things, Mr. Gerdes’ meeting with Mr. Sprecher on April 5, 2007.

On April 9, 2007, representatives of Mayer Brown communicated to Sullivan & Cromwell CBOT Holdings’ proposed timeline for completing due diligence, which provided that ICE would complete its due diligence of CBOT Holdings by April 20, 2007 and that CBOT Holdings would complete its due diligence of ICE by April 27, 2007. Mayer Brown also informed Sullivan & Cromwell of CBOT Holdings’ desire to modify the due diligence process regarding ICE’s technology, clearing and operations to ensure ICE had a complete understanding of CBOT Holdings’ requirements and requested that, by April 20, 2007, ICE clarify certain aspects of its proposal that were unclear from the draft merger agreement and exhibits provided on March 18, 2007. On April 10, 2007, representatives of Sullivan & Cromwell indicated that ICE would comply with the proposed timeline and the modified approach to due diligence in the areas of technology, clearing and operations.

From April 9, 2007 through April 27, 2007, management of CBOT Holdings and ICE, their respective legal and financial advisors, and the legal and financial advisors of the CBOT Holdings special transaction committee and non-ER members committee participated in a number of teleconferences relating to various aspects of their ongoing due diligence review. In addition, the legal advisor to the special transaction committee received periodic reports from the legal advisor to CBOT Holdings as to the status of the Department of Justice review of the merger with CME Holdings, had meetings with economists jointly retained by CME Holdings and CBOT Holdings in connection with the Department of Justice review, and independently reviewed relevant written documentation and deposition transcripts.

On April 10, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors. The participants discussed, among other things, the status of the due diligence process with ICE, including the need to conduct further due diligence on the capability and scalability of ICE’s technology and trading and clearing platforms, as well as the feasibility, risks, timing and cost of certain integration-related projects to be identified by ICE and CBOT Holdings. It was noted that the independent technology consultant was actively participating in the technology due diligence process. The participants also discussed the timing for rescheduling the CBOT Holdings special meeting of stockholders.

On April 11, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting at which management and Mayer Brown updated the boards on the ongoing due diligence process with ICE and the timeline that had been presented to ICE for completing that process. It was noted that ICE had indicated it would comply with the timeline. Management also reviewed CBOT Holdings projections for 2007 and 2008. Representatives of JPMorgan also updated the boards on the relative market values of the ICE proposal and the CME Holdings transaction, market expectations regarding the two transactions and provided an ability to pay analysis for both ICE and CME Holdings. CBOT Holdings’ legal advisors also updated the boards on issues relating to rescheduling the special meetings to be held in connection with the CME Holdings merger. Messrs. Carey and Dan were authorized at this meeting to discuss with CME Holdings a new date for the special meeting of CBOT Holdings stockholders and CBOT members and to set such a date at any time between July 9 and July 18, 2007.

After the meeting on April 11, 2007, Mr. Carey called Mr. Duffy and informed him of the April 20 and April 27 dates for completing due diligence with ICE. Mr. Carey also proposed that the special meetings be rescheduled for July 18, 2007. Mr. Carey and Mr. Duffy then discussed various dates for the special meetings, and ultimately agreed on July 9, 2007. Legal advisors to CBOT Holdings and CME Holdings also participated in these discussions.

Later on April 11, 2007, representatives of CBOT Holdings and its legal advisors participated in a telephone call with representatives of CME Holdings and its legal advisors and confirmed with CME Holdings that the new date for the special meeting of CBOT Holdings stockholders and CBOT members to vote on the proposed merger with CME Holdings would be set for July 9, 2007. Each of CME Holdings and CBOT Holdings announced the new date through the issuance of a press release on April 11, 2007.

During the week of April 16, 2007, members of management of CBOT Holdings and CBOT, as well as CBOT Holdings’ legal and financial advisors, the legal and financial advisors of the CBOT Holdings special transaction committee and the independent technology consultant, participated in due diligence meetings at ICE’s facilities in New York, NY and Atlanta, GA.

On April 17, 2007, the boards of directors of CBOT Holdings and CBOT held a regularly scheduled meeting at which the boards received an update from their legal advisors on the Department of Justice’s review of the CME Holdings merger and the CBOE litigation, as well as a possible timeline for conducting negotiations with ICE.

On April 18, 2007, management of CME Holdings met with management of CBOT Holdings and provided a presentation of CME Holdings updated base case projections for 2007 and 2008. CBOT Holdings representatives also provided a presentation on the base case and base plus case projections previously provided to CME Holdings and ICE.

On April 20, 2007, ICE provided CBOT Holdings with a letter clarifying certain aspects of its March 15, 2007 proposal and included a revised draft merger agreement and exhibits. ICE proposed that, until 2010, the board of directors would consist of 16 members, with 11 directors from the current ICE board and five directors selected by ICE from current or former CBOT members, officers or directors. Two of the five directors would be the two current non-industry directors of CBOT Holdings. ICE also proposed that Mr. Sprecher retain the role of Chief Executive Officer. Members of the CBOT would be granted trading rights in all new U.S. grain products, U.S. interest rate products and U.S. equity indices (other than those published by Frank Russell or the New York Stock Exchange). ICE also proposed that CBOT Holdings be the surviving entity in the merger, which it believed would better protect the CBOE exercise right. In addition, ICE confirmed its initial estimate of at least $240 million in pre-tax synergies, and that it had completed its due diligence review.

Also on April 20, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting with their advisors, including the independent technology consultant, to discuss, among other things, the status of the Department of Justice review of the merger with CME Holdings, the financial forecasts provided by CME Holdings at the April 18, 2007 meeting and the status of the technology due diligence process. It was noted that the Department of Justice was expected to conclude its review of the merger prior to the time of the special meeting of CBOT Holdings stockholders on July 9, 2007. In addition, the financial advisors stated that CBOT Holdings’ management had requested that CME Holdings provide additional and more detailed financial forecasts.

On April 25, 2007, members of management of CBOT Holdings and CBOT met with CBOT Holdings’ legal and financial advisors and the legal and financial advisors of the CBOT Holdings special transaction committee in order to present a preliminary report on their due diligence investigation of ICE to date, primarily focused on technology issues. Representatives of CSC were also present at this meeting.

Also on April 25, 2007, the CME Holdings board of directors held a meeting, together with its legal and financial advisors, during which it discussed strategic and financial considerations relating to the revised ICE proposal to merge with CBOT Holdings. The board received detailed financial presentations from management and its financial advisors on the revised ICE proposal. The board reviewed and discussed the recent performance of CME Holdings Class A common stock and the reasons therefor and the revised projections and detailed financial analysis for CBOT Holdings prepared by CME Holdings management. Representatives of Skadden, Arps reviewed with the board a comparison of the terms of the revised proposal from ICE with the original ICE proposal as well as the terms of the original merger agreement. In addition, the board received updates from its legal advisors on the CBOE litigation, the LAMPERS litigation and the Department of Justice review of the merger with CBOT Holdings. The board also discussed potential strategies for addressing the ICE proposal and potential alternatives for improving its proposal to CBOT Holdings and the implications of such alternatives. The board further discussed the parameters of any enhancement to the terms of the original merger agreement.

Also on April 25, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors. The participants discussed the preliminary report prepared by CBOT Holdings’ management on the capability and scalability of ICE’s technology and its trading and clearing platforms, as well as the feasibility, risks, timing and cost of certain integration-related projects jointly identified by ICE and CBOT Holdings, and the “social” integration issues attendant to combining the significantly different CBOT and ICE organizations. The participants also discussed the timing and strategy of negotiations with ICE to obtain improvements to the financial and legal terms of the ICE proposal, which were planned to begin the following week, and alternative strategies by which to utilize the ICE proposal to obtain improvements to the financial and legal terms of the original merger agreement.

On April 26, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting at which management and Mayer Brown updated the boards on the ongoing due diligence process with ICE, and Mr. Dan made a report on the due diligence being conducted with respect to ICE’s technology, clearing and operations. Mr. Dan reported that the modified approach to due diligence in these areas, including on-site due diligence in New York and Atlanta, had improved the flow of information and that there was considerable agreement between CBOT Holdings and ICE regarding the gaps that would need to be filled to integrate CBOT and ICE. Mr. Dan also discussed management’s process for reviewing the potential synergies identified by ICE. Representatives of Mayer Brown also reviewed the terms of the revised proposal from ICE, and compared the terms of the revised ICE proposal and the original merger agreement, and the boards discussed the process and timeline for completing its review of the ICE proposal.

In the morning of April 27, 2007, Mr. Dan met with financial advisors to CBOT Holdings and its special transaction committee and representatives of ICE to review integration issues.

Later on April 27, 2007, CBOT Holdings received a letter from Mr. Sprecher stating that ICE was confident the integration of the clearing and trading activities could be accomplished within 18 months based on ICE’s integration experience with NYBOT, CBOT’s previous experience moving its clearing activities to CME Holdings and e-cbot, the fact that the integration would be performed by the combined company’s personnel, and the ability of CBOT to extend the term of its clearing agreement with CME Holdings under certain circumstances.

Also on April 27, 2007, management of CME Holdings provided to management of CBOT Holdings updated base plus case projections for 2007 and 2008 that included alternative and more favorable assumptions regarding volume growth, rate per contract, clearing fees and the impact of new initiatives.

In the afternoon of April 27, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting with their advisors, including the independent technology consultant, to discuss, among other things, the due diligence meeting with ICE and the status and timing for completion of the independent technology consultant’s evaluation.

Also in the afternoon of April 27, 2007, Messrs. Duffy and Donohue contacted Mr. Carey to request a meeting between representatives of CBOT Holdings and CME Holdings on the morning of May 3, 2007. Mr. Carey agreed to the requested meeting.

Throughout April 2007, CBOT Holdings’ legal and financial advisors met several times with the legal and financial advisors to the CBOT Holdings special transaction committee to discuss and formulate a strategy for negotiations with ICE, including the formulation of a list containing requests for improvements to the financial and legal terms of the ICE proposal.

Early in the day on April 30, 2007, the legal and financial advisors to CBOT Holdings and CBOT and the special committees met with Mr. Dan to discuss potential integration issues in connection with a combination with ICE.

Later in the day on April 30, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss potential requests to improve the financial and legal terms of the ICE proposal. The special committees instructed their respective advisors to request that, among other things, ICE increase the exchange ratio and, on a transitional basis, provide for CBOT Holdings to select a number of directors to the board of the combined company equal to CBOT Holdings’ proportionate ownership of the combined company, permit CBOT Holdings to designate the chairman of the board of the combined company (who was expected to be Mr. Carey), and ensure a meaningful role for key members of CBOT Holdings management in the integration of the two organizations. The special committees emphasized the importance of the governance-related requests on a transitional basis in light of the significant business uncertainties surrounding the timely completion of the identified integration-related technology projects and other business integration issues.

Also on April 30, 2007, the CBOT Holdings transaction committee held a meeting at which representatives of Mayer Brown reviewed improvements to the ICE proposal that they proposed to present to ICE during negotiations scheduled for later in the week, including that ICE provide for CBOT Holdings to select a number of directors to the board of the combined company equal to CBOT Holdings’ proportionate ownership of the combined company, permit CBOT Holdings to designate the chairman of the board of the combined company (who was expected to be Mr. Carey), and ensure a meaningful role for key members of CBOT Holdings’ management in the integration of the two organizations.

On May 2, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint meeting, together with their advisors, including the independent technology consultant, to discuss, among other things, the status of the Department of Justice review of the merger with CME Holdings, the preliminary report of the independent technology consultant and preliminary financial analysis prepared by the financial advisor at the request of the special transaction committee. The independent technology consultant presented its independent assessment of the capability and scalability of ICE’s technology and trading and clearing platforms, as well as the feasibility, risks, timing and cost of certain integration-related projects jointly identified by ICE and CBOT Holdings. The independent technology consultant concluded that, among other things, the integration-related projects were feasible and the cost estimates prepared by ICE were realistic, but that the 18-month timeframe proposed by ICE was not realistic. The independent technology consultant also concluded that even the 24-month timeframe assumed by CBOT Holdings’ management, while possible, was aggressive and carried risks. The special transaction committee requested that the independent technology consultant also deliver its report to the transaction committee and the CBOT Holdings board. The special committees discussed at length the significant business uncertainties surrounding the timely completion of the identified integration-related technology projects, as well as the “social” integration issues attendant to combining the significantly different CBOT and ICE organizations and that such issues were likely to be exacerbated if CBOT Holdings directors and management did not play a significant role in managing the integration. Representatives of Lazard discussed various preliminary financial and valuation analyses with respect to each of CBOT Holdings, ICE and CME Holdings and the pro forma entities consisting of the combined businesses of CBOT Holdings and ICE, on the one hand, and CBOT Holdings and CME Holdings, on the other hand, and outlined certain key areas of consideration in evaluating the strategic advantages and challenges of a combination with CME Holdings or ICE, respectively. The special committees and their respective legal and financial advisors also discussed the timing and strategy for negotiations with ICE, and alternative strategies to seek to obtain improvements to the financial and legal terms of the ICE proposal and the original merger agreement.

Also on May 2, 2007, CBOT Holdings’ transaction committee held a meeting at which CSC presented its findings described above, and the transaction committee discussed potential integration issues relating to a combination with ICE.

Also on May 2, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting. At this meeting, Mayer Brown presented its legal due diligence findings to the boards, provided the boards with an

update on the antitrust review process for the CME Holdings transaction and reviewed with the boards the improvements to ICE’s proposal that were to be proposed to ICE at meetings scheduled for later in the week. Representatives of JPMorgan presented an analysis of the ICE proposal and the CME Holdings transaction, which presentation included, among other things, a market comparison of the two transactions, various valuation comparisons of the two transactions, a review of the potential synergies offered by the two transactions and the strategic rationale for each transaction. JPMorgan’s presentation also included a review of various projections that had been prepared by management of both CME Holdings and ICE as well as CBOT Holdings management projections. This meeting also included a presentation to the boards from CSC with respect to the results of its independent due diligence review of ICE’s technology and related matters.

On the morning of May 3, 2007, representatives of CBOT Holdings cancelled the previously scheduled meeting between CME Holdings and CBOT Holdings in order to continue discussions with ICE.

On May 3 and 4, 2007, a series of meetings between ICE and CBOT Holdings were held to discuss the ICE proposal. Attending these meetings were representatives of the board of directors and management of CBOT Holdings and ICE, each party’s financial and legal advisors, representatives of CBOT Holdings’ special transaction committee, and the legal and financial advisors for CBOT Holdings’ special transaction committee. At the first of these meetings, CBOT Holdings and its special transaction committee communicated to ICE and its advisors a number of proposed improvements to the ICE proposal. These proposed improvements included, among other things, requested improvements to the governance provisions of the ICE proposal, including those related to the composition of the board of directors of the combined company. CBOT Holdings and its special transaction committee told ICE these requested improvements to the governance provisions were very important to CBOT Holdings and its special transaction committee in light of the differing business models of CBOT Holdings and ICE and the substantial uncertainties that had been identified in connection with the migration of CBOT’s businesses onto the ICE technology and trading and clearing platforms. The proposed improvements also included an increase in the exchange ratio, and CBOT Holdings noted that ICE should not assume that its existing proposal was a “Superior Proposal.” The parties met again after ICE had an opportunity to review and consider the improvements requested by CBOT Holdings and its special transaction committee. At this meeting ICE delivered its response to the requested improvements, which response did not include material improvements to the exchange ratio or governance provisions of the ICE proposal. After a series of follow-up meetings where the parties discussed various aspects of ICE’s proposals, certain clarifications on a variety of issues and integration issues with respect to the proposed transaction, the meetings ended with ICE committing to provide CBOT Holdings with a written confirmation of the matters discussed at the meetings.

Also on May 4, 2007, CBOT Holdings’ transaction committee met with Mr. Gerdes and their respective legal and financial advisors to discuss the meetings with ICE earlier in the day and potential responses to ICE. In addition, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss, among other things, the status of the negotiations with ICE, including ICE’s position that directors selected by CBOT Holdings should constitute five of 16 directors on the board of directors of the combined company (two of which CBOT Holdings directors would be non-industry directors that ICE expected to be filled by Mr. Gerdes and Ms. Clegg) and that ICE would designate the chairman of the board of the combined company. The special committees discussed further the importance of CBOT Holdings’ governance-related requests in light of the significant business uncertainties surrounding the identified integration-related technology projects and importance of an effective integration of the business organizations on other fronts. The special transaction committee also instructed its legal advisor to invite Mr. Sprecher to make a presentation to the special committees on Mr. Sprecher’s long-term strategic plan for the combined company under the ICE proposal.

On May 6, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors. Mr. Sprecher participated in the meeting at the request of the special transaction committee to address his long-term strategic plan for the combined company under the ICE proposal. In addition, Mr. Sprecher discussed, among other things, the background and history of ICE, his view of the strategic benefits of a combination of CBOT Holdings and ICE, the due diligence process, integration plans and timing, the contrasts between the merger with CME Holdings

and the ICE proposal and governance of a combined CBOT Holdings and ICE. Mr. Sprecher made a similar presentation to CBOT Holdings’ transaction committee the following day.

On May 7, 2007, Mr. Carey contacted Mr. Duffy in order to arrange a meeting between representatives of CME Holdings and representatives of CBOT Holdings. Mr. Duffy agreed to schedule a meeting on the morning of May 8, 2007.

Also on May 7, 2007, ICE provided CBOT Holdings with a letter responding to CBOT Holdings’ proposed improvements to the ICE proposal that were discussed on May 3 and 4, 2007.

Also on May 7, 2007, CBOT Holdings’ transaction committee met telephonically with Mr. Sprecher. During this meeting, Mr. Sprecher outlined his strategic vision for a combined company and discussed similar topics to those addressed to the CBOT Holdings special transaction committee at the May 6 meeting described above.

Later in the day on May 7, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting at which representatives of Mayer Brown reviewed ICE’s response earlier in the day to CBOT Holdings’ proposed improvements to the ICE proposal. Representatives of Mayer Brown also provided an update on the Department of Justice’s review of the CME Holdings merger, and again reviewed the directors’ duties under Delaware law and the provisions in the original merger agreement pertaining to the boards’ review of the ICE proposal. Mr. Dan summarized the results of an integration analysis conducted by management, including an assessment of the capabilities and scalability of ICE’s technology and electronic trading and clearing platforms and the potential risks associated with the migration of CBOT’s clearing and electronic trading to ICE. Representatives of JPMorgan updated the board on the market’s valuation of the ICE proposal and the CME Holdings transaction.

On the morning of May 8, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss strategy for the meeting with CME Holdings. It was determined that the special committees and their advisors would reconvene following the initial meeting with CME Holdings to discuss timing and strategy for negotiations with CME Holdings. In addition, the special committees determined that, in light of the apparent definiteness of the ICE position on all other material issues, CBOT Holdings should now be authorized to negotiate exercise right-related and trading-related issues raised by the ICE proposal.

Also on May 8, 2007, representatives of the board of directors and management of CBOT Holdings and CME Holdings and CBOT Holdings’ special transaction committee and their respective legal and financial advisors met at which time CME Holdings proposed amendments to the existing merger agreement, including an increase in the exchange ratio to 0.3450 and a proportional increase in the breakup fee to $288 million.

After the meeting with CME Holdings, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss strategy for negotiation with CME Holdings of its revised proposal. The special committees determined to request that CME Holdings improve its proposal. After the meeting with CME Holdings, CBOT Holdings’ transaction committee met and determined to request that CME Holdings improve its offer. The CBOT Holdings transaction committee and the special committees then held a joint meeting and determined that JPMorgan should contact Lehman Brothers to request that CME Holdings improve its offer.

Also on May 8, 2007, representatives of JPMorgan contacted Lehman Brothers to request that CME Holdings increase the proposed exchange ratio, increase the number of CBOT Holdings directors so that it would be proportional to the revised ownership percentage of CBOT Holdings stockholders in the combined company, permit CBOT Holdings to pay a quarterly dividend starting in the third quarter of 2007 in the event the merger had not closed and keep the breakup fee at $240 million. Lehman Brothers indicated that CME Holdings may be

willing to increase the exchange ratio to 0.3490, to provide CBOT Holdings with one additional board seat in the combined company, to permit CBOT Holdings to pay cash dividends beginning in the third quarter of 2007 if the merger had not closed and to conduct a $3.0 billion cash tender offer following completion of the merger. Lehman Brothers indicated that CME Holdings was not willing to agree to keep the breakup fee at $240 million and wanted the termination fee to be increased proportionally with the exchange ratio.

Later in the afternoon of May 8, 2007, a special meeting of the CME Holdings board, together with its legal and financial advisors, was held to discuss the status of the negotiations with CBOT Holdings, including the discussions of an increased exchange ratio, payment of a quarterly dividend starting in the third quarter of 2007 in the event the merger had not closed, additional CBOT Holdings representation on the board of directors of CME Group and a proposed tender offer at a fixed price following the completion of the transaction. Representatives of Skadden, Arps reviewed the terms of the ICE proposal. CME Holdings management and representatives of Lehman Brothers and William Blair presented financial analyses of potential changes to the original merger agreement, including the proposed fixed price tender offer, and representatives of Skadden, Arps reviewed for the board the process of undertaking a fixed price tender offer. The board discussed strategy and tactics for continuing the negotiations with CBOT Holdings and the parameters of any improvements in the terms of the transaction.

Also on May 8, 2007, representatives of Mayer Brown, Latham and McDermott had two conversations with representatives of Sullivan & Cromwell by teleconference regarding proposed improvements to ICE’s proposal relating to CBOT member rights, including providing Series B-1 members with the ability to trade all new products, establishing a committee with a majority of members to approve material rule changes and improving the commitment to protect the CBOE exercise right. Representatives of Mayer Brown expressed CBOT’s concern that ICE’s proposal regarding new products increased the risk to the CBOE exercise right because it was limited to U.S. grain products, U.S. interest rate products and certain U.S. indices, and discussed the provision in the 1992 agreement with CBOE that provides that if CBOT merges with or is acquired by another entity, the exercise right will continue to apply if, among other things, CBOT’s full members are entitled to full trading rights and privileges in all products then or thereafter traded on the survivor (excluding products that, at the time of the merger or acquisition, are traded on the other entity but not CBOT). See “Risk Factors—Additional Risks Relating to CBOT Members—The merger may adversely affect the exercise right granted to CBOT members under the CBOE’s certificate of incorporation” beginning on page 32.

In the morning of May 9, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss CME Holdings’ revised proposal and strategies for further negotiations with CME Holdings, including whether to request an increase in the exchange ratio or the aggregate amount of the fixed price cash tender offer. The special committees requested that Lazard analyze the financial benefits of the fixed price cash tender offer to the CBOT Holdings stockholders and provide a report of such analysis to the special committees in the afternoon. The special committees also continued to coordinate negotiation strategies with the transaction committee and the CBOT Holdings board. Also in the morning of May 9, 2007, the CBOT Holdings transaction committee met with its legal and financial advisors to review the revised proposal from CME Holdings.

Later in the morning of May 9, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting at which the response of CME Holdings to the requests of CBOT Holdings the previous day were discussed, including the amendments to the original merger agreement proposed by CME Holdings. Representatives of JPMorgan provided the boards with an analysis of the CME Holdings transaction as proposed to be amended, and a comparison of the CME Holdings proposal and the ICE proposal. Mr. Gerdes also provided the special transaction committee’s preliminary views regarding the CME Holdings proposal. The boards of directors of CBOT Holdings and CBOT requested that the CBOT Holdings special transaction committee determine its proposed response to the revised CME Holdings proposal.

After the CBOT Holdings and CBOT boards met, the CBOT Holdings transaction committee then met to discuss how to proceed with CME Holdings and expressed concern that CME Holdings might withdraw its revised proposal.

In the afternoon of May 9, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss, among other things, the status of the Department of Justice review of the merger with CME Holdings, the strategy for negotiations with CME Holdings and the request of the CBOT Holdings board that the special committees consider a proposal to CME Holdings in response to the revised CME Holdings proposal. Representatives of Lazard discussed certain illustrative values of the revised CME Holdings proposal, including a range of illustrative values of the proposed fixed-price cash tender offer to CBOT Holdings stockholders, together with the sensitivities of these illustrative values to increases in the exchange ratio proposed by CME Holdings. The special committees determined to request that CME Holdings increase the exchange ratio to 0.3650 shares of CME Holdings Class A common stock for each share of CBOT Holdings Class A common stock and increase the aggregate amount of the fixed price cash tender offer to $4.0 billion. The special committees determined to request that the termination fee remain at $240 million as in the original merger agreement. The special committees also discussed the status of and alternative governance structures related to the ICE proposal. The special committees adjourned their joint meeting to participate in the CBOT Holdings board meeting.

Later in the day on May 9, 2007, the boards of directors of CBOT Holdings and CBOT met again at which time the special transaction committee, with the assistance of its legal and financial advisors, presented its views on the CME Holdings proposal. Directors discussed the concern that CME Holdings might withdraw its revised proposal. The CBOT Holdings transaction committee expressed its view that CBOT Holdings should request that CME Holdings increase the exchange ratio to 0.3600 shares of CME Holdings Class A common stock for each share of CBOT Holdings Class A common stock. During the meeting, the CBOT Holdings special transaction committee and the non-ER members committee excused themselves and reconvened their joint telephonic meeting, together with their legal and financial advisors, to discuss further CBOT Holdings’ potential responses to the revised CME Holdings proposal. The special committees and their advisors then rejoined the meeting and described the proposed response. The special committees authorized CBOT Holdings to request that CME Holdings increase the exchange ratio to 0.3650 shares of CME Holdings Class A common stock for each share of CBOT Holdings Class A common stock, increase the aggregate amount of the fixed price cash tender offer to $4.0 billion and maintain the termination fee at $240 million as in the original merger agreement. The boards of directors of CBOT Holdings and CBOT agreed to respond to CME Holdings’ proposal on the terms requested by the special committees. Representatives of JPMorgan and Lazard then left the meeting and contacted Lehman Brothers to respond to CME Holdings’ proposal. Representatives of JPMorgan and Lazard returned to the meeting and representatives of JPMorgan reported that the representatives from Lehman Brothers, on behalf of CME Holdings, had rejected CBOT Holdings’ counter proposals and had indicated CME Holdings’ unwillingness to materially alter its proposal of May 8, 2007.

In the evening of May 9, 2007, representatives of Mayer Brown and Latham had several discussions with representatives of Sullivan & Cromwell regarding various aspects of the ICE proposal, including discussions with respect to certain contractual provisions proposed by Sullivan & Cromwell in response to previous discussions among the parties. During these discussions, Mayer Brown reiterated that the process was dynamic and that it would be in ICE’s best interest to provide any improvements or enhancements to its offer by mid-day the next day. Sullivan & Cromwell advised that ICE would respond further to requests made by CBOT Holdings for improvements to the ICE proposal, including CBOT Holdings’ request for an improved proposal on governance, after an ICE board meeting scheduled for May 10, 2007.

Also in the evening of May 9, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to discuss the negotiations with ICE. The special committees also discussed the status of negotiations with CME Holdings, including CME Holdings’ rejection of the proposal submitted by CBOT Holdings and the possibility that CME Holdings might withdraw its revised proposal. The special committees determined that, in an effort to obtain further improvement in the financial terms of CME Holdings’ revised proposal and assess the definiteness of CME Holdings’ position, Mr. Gerdes should meet directly with Mr. Duffy.

On May 10, 2007, the independent technology consultant issued its final written report, which report was consistent with the presentation to the special transaction committee on May 2, 2007.

In the morning of May 10, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting at which the special transaction committees’ legal and financial advisors reported on the meeting of the special committees that occurred the previous night, including the special committees’ determination to request a meeting with Mr. Duffy to discuss CME Holdings’ revised proposal. The boards of directors discussed the status of negotiations with CME Holdings, including the possibility that CME Holdings might withdraw its revised proposal, and determined to request a meeting with CME Holdings in an effort to obtain further improvement in its revised proposal. Subsequent to this meeting, the CBOT Holdings transaction committee established a range of authority within which Mr. Carey was authorized to negotiate on behalf of the transaction committee.

In the afternoon of May 10, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors, to consider strategy related to the scheduled meeting between Mr. Gerdes, Mr. Carey and representatives of CME Holdings to discuss financial and legal improvements to CME Holdings’ revised proposal. The special committees discussed further the status of negotiations with CME Holdings, including the possibility that CME Holdings might withdraw its revised proposal. The special committees established a range of authority within which Mr. Gerdes was authorized to negotiate on behalf of the special committees.

Also in the afternoon of May 10, 2007, representatives of Mayer Brown and Latham had a discussion with representatives of Sullivan & Cromwell regarding various aspects of ICE’s proposal. During this discussion, Sullivan & Cromwell informed the representatives of Mayer Brown and Latham that the ICE board had met earlier in the day and that ICE would not materially improve or otherwise modify any of the primary terms of its proposal, including any of the primary terms related to governance.

Later in the afternoon on May 10, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting at which Mr. Dan reviewed industry trends and strategic factors considered by CBOT Holdings in the last several years in analyzing potential strategic partnerships, noting that CBOT Holdings had previously analyzed potential strategic partnerships with CME Holdings, ICE and NYBOT. Mr. Dan also discussed in detail management’s integration analysis regarding ICE, including its assessment of the capabilities and scalability of ICE’s technology and electronic trading and clearing platforms and the potential risks associated with the migration of CBOT’s clearing and electronic trading to ICE. The boards then discussed those risks. In addition, representatives of Mayer Brown updated the boards on recent discussions with Sullivan & Cromwell regarding the ICE proposal. CBOT Holdings’ board also considered and adopted, subject to CME Holdings’ consent, a revised retention policy in connection with the CME Holdings merger, and a separate retention policy to apply in the event of a transaction with ICE.

In the early evening on May 10, 2007, Messrs. Carey, Dan and Gerdes met with Messrs. Duffy and Donohue, along with the parties’ legal advisors, to discuss the CME Holdings proposal. Representatives of CBOT Holdings requested that CME Holdings increase the exchange ratio to 0.3525 shares of CME Holdings Class A common stock for each share of CBOT Holdings Class A common stock, increase the aggregate amount of the fixed price cash tender offer to $3.5 billion and maintain the termination fee at $240 million as in the original merger agreement. After further negotiation, CME Holdings revised its proposal to increase the exchange ratio to 0.3500 shares of CME Holdings Class A common stock for each share of CBOT Holdings Class A common stock and to increase the aggregate amount of the post-closing fixed price cash tender offer to $3.5 billion. Following the meeting, Skadden, Arps provided Mayer Brown with a draft amendment to the original merger agreement, certain terms of which the legal advisors negotiated during the evening of May 10 and the early morning of May 11, 2007.

In the evening of May 10, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint telephonic meeting, together with their legal and financial advisors to discuss

the further revised CME Holdings proposal. Mr. Dan participated in a portion of the meeting at the request of the special committees to discuss the business and operational implications to CBOT Holdings if the Department of Justice’s approval of the merger with CME Holdings was delayed. The legal advisor to the special transaction committee provided a further update on the Department of Justice’s review. The special committees also discussed the status of the ICE proposal, including ICE’s refusal to propose improvements to its proposal with respect to governance or to suggest alternative governance structures. Finally, the special committees received a presentation regarding their fiduciary duties in light of their consideration of the competing proposals, the potential conflicts of interest at the CBOT Holdings board and the independent and comprehensive process undertaken by the special committees.

In the evening of May 10, 2007, the CME Holdings board of directors held a special meeting at which Mr. Duffy, Mr. Donohue and representatives of Skadden, Arps updated the board on the negotiations that had taken place with CBOT Holdings regarding the revised proposal. Representatives of Skadden, Arps reviewed for the board the specific terms of the proposed amendment to the original merger agreement and highlighted the significant changes from the original merger agreement, including the revised exchange ratio, additional CBOT Holdings representation on the board of directors of CME Group and the terms of the post-closing fixed price tender offer, and reviewed with the directors the legal standards applicable to authorizing a tender offer and approving the revised terms of the merger agreement. The board’s legal advisors also provided an update on the Department of Justice review of the merger with CBOT Holdings. Management and representatives of Lehman Brothers and William Blair reviewed financial analyses of the post-closing tender offer. Representatives from Lehman Brothers reviewed the terms of the financing of the tender offer. Representatives from Lehman Brothers and William Blair each provided their respective analyses of the revised proposal and verbally stated their opinions (subsequently confirmed in writing) that based upon and subject to the assumptions, conditions, limitations and other matters discussed and ultimately set forth in the written opinion, the consideration to be paid by CME Holdings in the revised proposal was fair to CME Holdings. The board considered and discussed the various presentations made at the meeting and at prior meetings. Following deliberations and reviewing all aspects of the revised proposal and amendment to the merger agreement, the CME Holdings board of directors determined by unanimous vote of the directors present that the merger agreement as amended and the transactions contemplated by the merger agreement were advisable, fair to and in the best interests of CME Holdings and its stockholders and then approved and adopted the amendment to the merger agreement, authorized management to enter into the amendment to the merger agreement, resolved to submit the merger agreement as amended to CME Holdings stockholders for approval and recommended that CME Holdings stockholders adopt the merger agreement as amended and the transactions contemplated thereby.

Early in the morning of May 11, 2007, the CBOT Holdings special transaction committee and the non-ER members committee held a joint meeting, together with their legal and financial advisors, to consider the terms and conditions of the revised CME Holdings’ proposal set forth in the amendment to the original merger agreement. The legal advisors reviewed and discussed the form of the amendment to the original merger agreement. The special committees discussed the factors set forth in “Recommendations of CBOT Holdings’ Special Transaction Committee and Non-ER Members Committee”. Representatives of Lazard provided a review and financial analysis of the revised CME Holdings’ proposal and rendered the firm’s oral opinion to the special transaction committee (subsequently confirmed in writing) that as of May 11, 2007, and based upon and subject to the assumptions, limitations and qualifications set forth in the opinion, the exchange ratio was fair, from a financial point of view, to the Class A stockholders of CBOT Holdings other than the stockholders of CBOT Holdings who have exercise right privileges at CBOE or have exercised such right privileges at CBOE. Representatives of Lazard confirmed that the non-ER members committee was entitled to rely on Lazard’s opinion. The special transaction committee then convened a separate meeting, with its financial advisor, and separately considered the factors set forth in “Recommendations of CBOT Holdings’ Special Transaction Committee and Non-ER Members Committee,” and following those discussions, unanimously (i) determined that the merger, on the terms and subject to the conditions set forth in the amended merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and do not otherwise have an exercise right or own a membership on CBOE pursuant to such exercise right, (ii) recommended that CBOT

Holdings’ board authorize and approve the amended merger agreement and the merger and (iii) recommended adoption of the amended merger agreement and the merger by CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and do not otherwise have an exercise right or own a membership on CBOE pursuant to such exercise right.

The CBOT Holdings non-ER members committee then convened a separate meeting, together with its legal advisor, to consider the merger on the terms and conditions of the amended merger agreement that had been negotiated. The non-ER members committee (i) determined that the merger, on the terms and subject to the conditions set forth in the amended merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right, (ii) recommended that CBOT Holdings’ board authorize and approve the amended merger agreement and the merger and (iii) recommended adoption of the amended merger agreement and the merger by CBOT Holdings Class A stockholders who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right.

Later in the morning on May 11, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting to consider the revised offer from CME Holdings. Representatives of Mayer Brown again reviewed for directors their fiduciary duties under Delaware law, and described the terms of the proposed amendment to the merger agreement. Representatives of JPMorgan discussed with the boards the revised CME Holdings proposal. Representatives of JPMorgan also rendered their oral opinion (subsequently confirmed in writing) that as of May 11, 2007, and based on and subject to the matters described in its opinion, the consideration to be received by the holders of CBOT Holdings Class A common stock in the merger of CBOT Holdings with and into CME Holdings was fair, from a financial point of view, to such holders. For a description of the terms and limitations of such opinion, see “—Opinion of JPMorgan, Financial Advisor to CBOT Holdings” beginning on page 111.

Following additional discussion with CBOT Holdings’ senior management and the boards’ legal and financial advisors, CBOT’s board unanimously approved the amended merger agreement and the transactions contemplated thereby, including the merger.

At the May 11, 2007 meeting, the CBOT Holdings board unanimously determined that the proposal from ICE was not a “Superior Proposal” (within the meaning of the original merger agreement). For a discussion of factors considered by the board in reaching this determination, see “—Conclusions Regarding the ICE Proposal” beginning on page 89.

At the May 11, 2007 meeting, CBOT Holdings’ board also unanimously (i) approved the amended merger agreement and the transactions contemplated thereby, including the merger, (ii) determined that the amended merger agreement and the transactions contemplated thereby were advisable and fair to and in the best interest of CBOT Holdings and its stockholders, (iii) resolved to submit the amended merger agreement to CBOT Holdings Class A stockholders for their approval, and (iv) recommended that CBOT Holdings Class A stockholders adopt the amended merger agreement and the transactions contemplated thereby. CBOT Holdings’ board also authorized the appropriate officers to finalize the amendment to the merger agreement and related documentation.

Representatives of CME Holdings and CBOT Holdings executed the amendment to the merger agreement and announced the revised terms of the transaction through the issuance of a joint press release prior to the open of the U.S. financial markets on May 11, 2007.

On May 30, 2007, ICE issued a press release in which it announced that it had entered into an agreement with CBOE regarding the exercise rights. CBOE also issued an information circular to its members on the same day regarding the agreement. According to the press release and information circular, the ICE/CBOE agreement makes clear that following a merger of CBOT Holdings and ICE, CBOT members would no longer be eligible to

use the exercise right and each CBOT Series B-1 member possessing the required interests as of a designated record date prior to the merger would be compensated for the loss thereof. ICE would provide each CBOT Series B-1 member possessing the required interests the choice of (1) a cash payment of $250,000 or (2) in lieu of cash, a convertible debenture for common stock of the newly combined ICE/CBOT Holdings entity, which would be valued at $250,000. In addition, CBOE would provide each CBOT Series B-1 member possessing the required interests the choice of (1) a cash payment of $250,000 or (2) in lieu of cash, a convertible debenture with a face value of $250,000, which would become convertible following any event in which the memberships of CBOE are converted into stock. The CBOE debentures would be convertible into 10% of the number of shares of stock that a regular membership of CBOE not obtained through the exercise right would be converted into in any such transaction. According to the press release and information circular, the transactions contemplated by the ICE/CBOE agreement would require the approval of a majority of CBOE members and a majority of the voting power of the CBOT Series B-1 and Series B-2 members and are conditioned upon completion of a ICE/CBOT Holdings merger.

On May 30, 2007 and May 31, 2007, the CBOT Holdings special transaction committee and the CBOT Holdings non-ER members committee met, together with their respective financial and legal advisors, to discuss the ICE/CBOE agreement. The special committees’ financial advisor observed that, based upon the information publicly available to date concerning the ICE/CBOE agreement, it appeared that the consummation of that agreement would result in a payment being borne by the combined company, whose stockholders would include stockholders who hold an exercise right and stockholders who do not hold an exercise right. As a result, the payment appears to impact the consideration that would be received by stockholders pursuant to the ICE proposal because stockholders in the combined company would bear the cost of the payment on a pro rata basis. However, only those stockholders who hold an exercise right and are eligible to exercise as of the record date would receive the cash payment from the combined company. The special committees discussed this information and agreed to further consider the implications of the ICE/CBOE agreement following review of definitive documentation concerning that arrangement.

On May 31, 2007, the boards of directors of CBOT Holdings and CBOT held a special meeting to discuss the ICE/CBOE agreement. Legal advisors to CBOT Holdings and CBOT reviewed the ICE/CBOE agreement as described in ICE’s press release, and discussed the hearing held the prior day in the Delaware lawsuit against CBOE regarding the exercise rights. The legal advisors noted that the Delaware litigation was brought as a class action, and that the ICE/CBOE agreement appeared to be an attempt to settle the Delaware litigation. The advisors also noted that the settlement of a class action lawsuit generally required the agreement of the named plaintiffs, notice to the class members who would be bound by the settlement and court approval. One of the named plaintiffs in the Delaware litigation has publicly stated that he views the proposal by ICE and CBOE regarding the exercise right as inadequate. Accordingly, there can be no assurance that the proposal by ICE and CBOE would be approved.

CME Holdings’ Reasons for the Merger; Recommendation of CME Holdings’ Board of Directors

On October 16, 2006, CME Holdings’ board of directors approved the original merger agreement and determined that the original merger agreement and the merger were advisable, fair to and in the best interests of CME Holdings and its stockholders. On May 11, 2007, CME Holdings’ board of directors approved the amendment to the merger agreement and determined that the amended merger agreement and the merger are advisable, fair to and in the best interests of CME Holdings and its stockholders. CME Holdings’ board of directors unanimously recommends that CME Holdings stockholders vote “FOR” the adoption of the amended merger agreement at the CME Holdings special meeting of stockholders.

In reaching its decision to approve the original merger agreement in October 2006 and the amendment to the merger agreement on May 11, 2007 and recommend that its stockholders adopt the amended merger agreement, CME Holdings’ board of directors considered a number of factors, including the ones discussed in the following paragraphs. In light of the number and wide variety of factors considered in connection with its evaluation of the

transaction, CME Holdings’ board did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its determination. Rather, CME Holdings’ board of directors made its recommendation based on the totality of information presented to, and the investigation conducted by or at the direction of, CME Holdings’ board. In addition, individual directors may have given different weight to different factors. This explanation of CME Holdings’ reasons for the proposed merger with CBOT Holdings and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements.”

In arriving at its determination, CME Holdings’ board of directors consulted with CME Holdings’ management and its financial and legal advisors and considered a number of factors, including the following material factors, which CME Holdings’ board viewed as generally supporting its determination:

•

the current environment in the exchange industry, including the increased trend of consolidation and competition, and the likely effect of these factors on CME Holdings in light of, and in the absence of, the proposed transaction;

•

the fact that CME Group would be the world’s most diverse global exchange, with greater financial, operational and other resources to compete against other U.S. and foreign exchanges and the over-the-counter market in a rapidly changing industry;

•

the fact that the transaction would add significant volume to CME Holdings’ highly leveragable operating model;

•

the fact that the merger would significantly diversify CME Holdings’ products, providing CME Group’s customers with a broad range of derivatives products based on interest rates, equity indexes, foreign exchange, agricultural and industrial commodities, energy and alternative investment products;

•

the benefits to customers of CME Holdings and CBOT Holdings from access to distinct products and services on a unified trading platform;

•

the fact that stockholders of CME Holdings immediately prior to the merger will own at least 65% of CME Group immediately following the merger;

•

the fact that the complementary nature of the business models, processes and structures of CME Holdings and CBOT Holdings could result in significant cost savings to both customers and CME Group, including an expected annual expense savings to CME Group of at least $150 million beginning in the second year following the merger, primarily due to reduced technology and administrative costs and a more efficient trading floor operation along with potential revenue and growth synergies of at least $75 million on a net basis as a result of the combination;

•

the fact that CME Group would have greater financial, operational and technical resources to develop innovative new products, technologies and functionality to meet the risk-management needs of CME Group’s customers, grow trading volume and increase global expansion;

•

the ability to secure the benefits from the parties’ common clearing arrangement, which is scheduled to expire in 2009;

•

the financial analyses presented by Lehman Brothers and William Blair, CME Holdings’ financial advisors, to the CME Holdings board of directors, and their respective opinions, each delivered orally to the CME Holdings board of directors on May 10, 2007 and subsequently confirmed in writing on May 11, 2007, to the effect that, as of that date, and subject to and based on the qualifications and assumptions set forth in their respective opinions, the consideration to be paid by CME Holdings in the merger was fair, from a financial point of view, to CME Holdings (see the sections entitled “—Opinion of Lehman Brothers, Financial Advisor to CME Holdings” and “—Opinion of William Blair, Financial Advisor to CME Holdings”);

•

information concerning CME Holdings’ and CBOT Holdings’ respective businesses, prospects, financial condition and results of operations, management and competitive position, including

information contained in public reports concerning results of operations for the most recent fiscal year and fiscal quarters, as well as projections prepared by CME Holdings’ management of each party’s future financial performance;

•

current financial market conditions and historical market prices, volatility and trading information with respect to CME Holdings Class A common stock and CBOT Holdings Class A common stock;

•

the proposed board and management arrangements, which would position CME Group with strong leadership and experienced operating management;

•

the results of business, legal and financial due diligence investigations of CBOT Holdings conducted by CME Holdings’ management and legal and financial advisors, and the resulting conclusions by the parties conducting the due diligence investigations;

•

CME Holdings’ ability to finance the tender offer based on financing commitments from Lehman Brothers for up to $2.5 billion along with available cash balances;

•

the integration planning work accomplished by CME Holdings and CBOT Holdings since the announcement of the original merger agreement in October 2006;

•

CME Holdings’ and CBOT Holdings’ substantial compliance with information requests from the Department of Justice; and

•

the belief that the terms of the amended merger agreement, including the parties’ respective representations, warranties and covenants, are reasonable.

In addition to the factors described above, the CME Holdings board of directors identified and considered a variety of risks and potentially negative factors in its deliberations concerning the merger, including:

•

the possibility that the merger might not be completed as a result of the failure of one or more conditions to the merger, or that completion of the merger might be unduly delayed or subject to adverse conditions that may be imposed by governmental authorities;

•

the effect of public announcement of the merger on CME Holdings’ revenues, operating results, stock price, customers, suppliers, employees and other constituencies;

•

the possibility of management and employee disruption associated with the transaction and the integration of the two companies’ operations;

•

the risk that the potential benefits sought in the merger might not be fully realized;

•

the risk that the operations of the two companies might not be successfully integrated or integrated in a timely manner, and the possibility of not achieving the anticipated synergies and other benefits sought to be obtained in the merger;

•

the substantial costs to be incurred in connection with the merger, including costs of integrating the businesses and transaction expenses arising from the merger;

•

the fact that upon termination of the amended merger agreement under specified circumstances, CME Holdings may be required to pay CBOT Holdings a termination fee of $288 million plus expenses;

•

the terms of the amended merger agreement restricting the conduct of CME Holdings’ business during the period between execution of the amended merger agreement and the completion of the merger;

•

the need to obtain approvals from CME Holdings’ stockholders, CBOT Holdings’ stockholders and CBOT’s Series B-1 and Series B-2 members in order to complete the transaction;

•

the interests that certain executive officers and directors of CME Holdings may have with respect to the merger in addition to their interests as stockholders of CME Holdings generally, as described in the section entitled “—Interests of CME Holdings Executive Officers and Directors in the Merger”;

•

the fact that certain senior executives of CBOT Holdings would receive substantial payments in connection with the merger, and that CBOT Holdings would also be obligated to make gross-up payments to those executives for the amount of certain taxes resulting from some of these payments (see “—Interests of CBOT Holdings Executive Officers and Directors in the Merger”); and

•

various other risks associated with the merger and CBOT Holdings’ business and CME Group set forth under the section entitled “Risk Factors.”

The foregoing discussion of the material factors considered by the CME Holdings board of directors is not intended to be exhaustive, but does set forth the principal factors considered by the CME Holdings board of directors.

CBOT Holdings’ and CBOT’s Reasons for the Merger; Recommendation of CBOT Holdings’ and CBOT’s Boards of Directors

On May 11, 2007, CBOT Holdings’ board of directors, by unanimous vote, approved the amended merger agreement and determined that the amended merger agreement and the merger are advisable and fair to and in the best interests of CBOT Holdings and its stockholders. CBOT Holdings’ board of directors unanimously recommends that CBOT Holdings Class A stockholders vote “FOR” the adoption of the amended merger agreement at CBOT Holdings’ special meeting of stockholders.

In reaching its decision to approve the amended merger agreement and recommend that its stockholders adopt the amended merger agreement, CBOT Holdings’ board of directors considered a number of factors, including the ones discussed in the following paragraphs. In light of the number and wide variety of factors considered in connection with its evaluation of the transaction, CBOT Holdings’ board of directors did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its determination. Rather, the CBOT Holdings board of directors made its recommendation based on the totality of information presented to, and the investigations conducted by or at the direction of, CBOT Holdings’ board of directors. In addition, individual directors may have given different weight to different factors. This explanation of CBOT Holdings’ reasons for the proposed merger with CME Holdings and other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements.”

In arriving at its determination, CBOT Holdings’ board of directors consulted with CBOT Holdings’ management and its financial and legal advisors and considered a number of factors, including the following material factors, which CBOT Holdings’ board of directors viewed as generally supporting its determination:

•

the merger would provide CME Group’s customers with a broad range of derivatives products based on interest rates, equity indexes, foreign exchange, agricultural and industrial commodities, energy and alternative investment products;

•

the fact that stockholders of CBOT Holdings immediately prior to the merger will own approximately 35% of CME Group immediately following the merger and will therefore participate meaningfully in the significant opportunities for long-term growth of CME Group;

•

the opportunity of stockholders of CBOT Holdings to participate on a pro rata basis with existing stockholders of CME Holdings in the $3.5 billion cash tender offer to be conducted by CME Group after completion of the merger at a fixed price of $560.00 per share;

•

the merger would provide significant opportunities for cost savings by eliminating duplicate activities and realizing synergies between the business of CBOT Holdings and CME Holdings, including

expected annual expense savings of approximately $150 million beginning in the second year following the merger, primarily from reduced technology and administrative costs and more efficient trading floor operations;

•

the relatively low integration risk compared to a combination with ICE as a result of the combined clearing operations and the expected migration of CBOT’s electronic trading to the CME Globex electronic trading platform in the first quarter of 2008;

•

the trends and competitive developments in the exchange industry and the range of strategic alternatives available to CBOT Holdings, including a business combination with ICE or another exchange or continuing to operate as an independent company;

•

CME Group would have greater financial, operational and technical resources to develop innovative new products, technologies and functionality to meet the risk-management needs of CME Group’s customers and grow trading volume;

•

the merger would eliminate CBOT Holdings’ reliance on third parties for electronic trading platform technology and clearing and settlement services;

•

the opinion of JPMorgan to the effect that, as of May 11, 2007 and based upon and subject to the factors, limitations and assumptions set forth therein, the consideration to be received by CBOT Holdings Class A stockholders in the merger was fair, from a financial point of view, to CBOT Holdings Class A stockholders. See “—Opinion of JPMorgan, Financial Advisor to CBOT Holdings”;

•

information concerning CBOT Holdings’ and CME Holdings’ respective businesses, prospects, financial condition and results of operations, management and competitive position, including information contained in public reports concerning results of operations for the most recent fiscal year and fiscal quarters, as well as each party’s projected financial performance;

•

the opportunity for CBOT Holdings Class A stockholders to benefit from any increase in the trading price of CME Holdings common stock between the announcement of the amended merger agreement and the completion of the merger because the exchange ratio is a fixed number of shares of CME Holdings common stock;

•

CME Group’s board of directors initially would include ten members who were directors of CBOT Holdings immediately prior to the merger, including at least two non-industry directors, and that the chairman of CBOT Holdings’ board would become the vice chairman of CME Group’s board of directors;

•

the results of business, legal and financial due diligence investigations of CME Holdings conducted by CBOT Holdings’ management and legal and financial advisors, and the resulting conclusions by the parties conducting the due diligence investigations;

•

that the special transaction committee (i) determined that the merger, on the terms and subject to the conditions set forth in the amended merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and do not otherwise have a CBOT exercise right or own a membership on CBOE pursuant to such exercise right and (ii) recommended that CBOT Holdings’ board of directors authorize and approve the amended merger agreement and the merger (see the section entitled “—Recommendations of CBOT Holdings’ Special Transaction Committee and Non-ER Members Committee”);

•

that the non-ER members committee (i) determined that the merger, on the terms and subject to the conditions set forth in the amended merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right and (ii) recommended that CBOT Holdings’ board of directors authorize and approve the amended merger agreement and the merger (see the section entitled “—Recommendations of CBOT Holdings’ Special Transaction Committee and Non-ER Members Committee”);

•

the expected qualification of the merger as a reorganization within the meaning of Section 368(a) of the Code resulting in the stock consideration to be received by CBOT Holdings Class A stockholders in the merger not being subject to federal income tax, as described under the section entitled “Material U.S. Federal Income Tax Consequences of the Merger”; and

•

the belief that the terms of the amended merger agreement, including the parties’ respective representations, warranties and covenants, are reasonable and would not prevent third parties from making competing bids.

Also, CBOT’s board of directors, by unanimous vote, approved on May 11, 2007 the amended merger agreement, and had previously approved the repurchase by CBOT Holdings of the outstanding share of Class B common stock of CBOT Holdings held by the CBOT Subsidiary Voting Trust, the amended and restated certificate of incorporation of CBOT to become effective concurrently with the completion of the merger and the amended and restated bylaws of CBOT to become effective concurrently with the completion of the merger. CBOT’s board of directors unanimously recommends that CBOT’s Series B-1 members and Series B-2 members vote “FOR” the repurchase of the Class B common stock by CBOT Holdings and “FOR” the amended and restated certificate of incorporation of CBOT.

CBOT’s board of directors, in approving the amended merger agreement, the repurchase of the Class B common stock, the amended and restated certificate of incorporation and the amended and restated bylaws, considered, among other factors, many of the factors described above as well as the following additional factors:

•

CBOT would continue to operate as a separate exchange following the merger;

•

the provisions of CBOT’s amended and restated certificate of incorporation regarding the core rights of the members of CBOT would not be altered as a result of the merger, except to add an additional core right regarding dual-trading on CBOT;

•

Series B-1 members of CBOT would be entitled to trade all new products first made available after the merger and traded on the open outcry exchange system of CBOT or CME or any electronic trading system maintained by CBOT or CME;

•

CBOT’s obligation following the merger to use commercially reasonable efforts to preserve the exercise right for the benefit of the Series B-1 members and their lessees; and

•

the limits on the ability of CBOT to make changes to its rules during the two-year period following the merger that would materially impair the business of CBOT or the business opportunities of its members.

For additional information regarding the foregoing provisions of CBOT’s amended and restated certificate of incorporation to be in effect upon completion of the merger, see the section entitled “The Special Meeting of CBOT Members—Proposal 2.”

In addition to the factors described above, CBOT Holdings’ board of directors identified and considered a variety of risks and potentially negative factors in its deliberations concerning the merger, including:

•

the higher implied short-term value of the ICE proposal based on recent market prices of ICE’s common stock and CME Holdings Class A common stock;

•

the effect of public announcement of the merger on CBOT Holdings’ revenues, operating results, stock price, customers, suppliers, employees and other constituencies;

•

the possibility of management and employee disruption associated with the transaction and the integration of the two companies’ operations;

•

the risk that the potential benefits sought in the merger might not be fully realized;

•

the substantial costs to be incurred in connection with the merger, including costs of integrating the businesses and transaction expenses arising from the merger;

•

the risk that despite the efforts of CME Group, key employees might not remain employed by CME Group;

•

because the exchange ratio is a fixed number of shares of CME Holdings Class A common stock, the possibility that CBOT Holdings Class A stockholders could be adversely affected by a decrease in the trading price of CME Holdings Class A common stock between the date of announcement of execution of the amended merger agreement and the closing of the merger, and the fact that the amended merger agreement does not provide CBOT Holdings Class A stockholders with a minimum price or CBOT Holdings with a price-based termination right or other similar protection;

•

the limitations imposed in the amended merger agreement on the solicitation or consideration by CBOT Holdings of alternative business combinations prior to the completion of the merger;

•

the fact that upon termination of the amended merger agreement under specified circumstances, CBOT Holdings may be required to pay CME Holdings a termination fee of $288 million plus expenses and this termination fee may discourage other parties that may otherwise have an interest in a business combination with, or an acquisition of, CBOT Holdings, or may discourage ICE from submitting a revised proposal;

•

the terms of the amended merger agreement requiring CBOT Holdings to conduct its business in accordance with the terms of the amended merger agreement during the period between execution of the amended merger agreement and the completion of the merger; and

•

various other risks associated with the merger and CME Holdings’ business and CME Group set forth under the section entitled “Risk Factors.”

In addition to the foregoing risks and potentially negative factors, the directors, acting in their capacity as directors of CBOT, also considered, among other risks and negative factors, the following:

•

the merger may adversely affect the CBOE exercise right as described under “Risk Factors—Additional Risks Relating to CBOT Members—The merger may adversely affect the exercise right granted to CBOT members under CBOE’s certificate of incorporation;”

•

the limits on CBOT’s ability to make changes to its rules that could adversely affect its members terminates two years after the merger;

•

holders of Series B-1 memberships and Series B-2 memberships will no longer have the right to:

•

elect directors or nominating committee members;

•

nominate persons for election as directors;

•

call special meetings of members;

•

initiate proposals at or for any meeting of members; or

•

adopt, amend or repeal the bylaws of CBOT;

•

the fact that CBOT members would no longer constitute a majority of the board of directors of CBOT or its holding company; and

•

the other changes to the rights of CBOT members as described under “The Special Meeting of CBOT Members—Proposal 2.”

The foregoing discussion of the material factors considered by CBOT Holdings’ board of directors and CBOT’s board of directors is not intended to be exhaustive, but does set forth the principal factors considered by CBOT Holdings’ board and CBOT’s board.

Recommendations of CBOT Holdings’ Special Transaction Committee and Non-ER Members Committee

On May 11, 2007, the special transaction committee unanimously (i) determined that the merger, on the terms and subject to the conditions set forth in the amended merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and do not otherwise have a CBOE exercise right or own a membership on CBOE pursuant to such exercise right, (ii) recommended that CBOT Holdings’ board authorize and approve the amended merger agreement and the merger and (iii) recommended adoption of the amended merger agreement and the merger by CBOT Holdings Class A stockholders who are not members of and do not lease a membership at CBOT and do not otherwise have a CBOE exercise right or own a membership on CBOE pursuant to such exercise right. On May 11, 2007, the non-ER members committee (i) determined that the merger, on the terms and subject to the conditions set forth in the amended merger agreement, was advisable, fair to, and in the best interests of CBOT Holdings Class A stockholders who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right, (ii) recommended that CBOT Holdings’ board authorize and approve the amended merger agreement and the merger and (iii) recommended adoption of the amended merger agreement and the merger by CBOT Holdings Class A stockholders who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right.

Each of the special transaction committee and non-ER members committee, which we refer to from time to time as the “special committees,” considered a number of factors in reaching its recommendation, including those discussed in the following paragraphs. In light of the number and wide variety of factors considered in connection with their evaluation of the transaction, the special committees did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors considered in reaching their determinations. The special committees viewed their recommendations as being based on all of the information available and the factors presented to and considered by them. In addition, individual directors serving on the special committees may have given different weight to different factors. This explanation of the reasons for the recommendations of the special committees and all other information in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements.”

In reaching their recommendations, the special committees consulted with CBOT Holdings’ board of directors, including the transaction committee and individual members of CBOT Holdings’ board of directors, and CBOT Holdings’ management, as well as Mayer Brown, CBOT Holdings’ legal counsel, and JPMorgan, CBOT Holdings’ financial advisor, with respect to strategic, operational, legal, regulatory and other matters. The special transaction committee was advised by Latham, legal counsel to the special transaction committee, Lazard, financial advisor to the special transaction committee and CSC Consulting, Inc., independent technology consultant to the special transaction committee. The non-ER members committee was advised by McDermott, legal counsel to the non-ER members committee, and also consulted with the special transaction committee and its legal, financial and other advisors. The special committees were aware of the interests of certain officers and directors of, and advisors to, CBOT Holdings and its board in the merger, as described under “The Mergers—Interests of CBOT Holdings Executive Officers and Directors in the Merger,” “The Merger—Interests of CBOT Holdings Directors Related to Exercise Rights and/or Other CBOT Member Rights” and “The Mergers—Certain Relationships and Related-Party Transactions.”

Separation and Mandate of the Special Committees. In light of the possible conflict related to the CBOE exercise right, CBOT Holdings’ board of directors initially established a special transaction committee with a mandate to act in the interests of CBOT Holdings Class A stockholders who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right. It subsequently became apparent that there was an

additional possible conflict related to other rights of CBOT members, which was referred to as the potential trading rights conflict. In light of the potential trading rights conflict, the special transaction committee recommended that CBOT Holdings’ board form the non-ER members committee. After separation of the non-ER members committee, the special transaction committee’s mandate was to act, with respect to both the potential exercise rights conflict and the potential trading rights conflict, in the interests of CBOT Holdings Class A stockholders who are not members of CBOT and do not lease a membership on CBOT and who do not otherwise have an exercise right or hold a membership on CBOE pursuant to an exercise right. The non-ER members committee’s mandate was to act, with respect to the potential exercise rights conflict, in the interests of CBOT Holdings Class A stockholders (solely in their capacity as CBOT Holdings Class A stockholders) who are members of CBOT or who lease a membership on CBOT, but who do not have an exercise right or hold a membership on CBOE pursuant to an exercise right.

Authority of the Special Committees. The special committees determined, in consultation with their legal advisors, that the authority delegated to the special committees by CBOT Holdings’ board of directors was sufficient for the special committees to discharge their respective mandates under Delaware law. The special committees noted, in particular, that:

•

each special committee had broad authority to consider, discuss and actively participate in negotiating the terms of the merger, including reviewing, commenting and participating in the negotiation of the original merger agreement and the amended merger agreement, and to consider any other matters that it deemed advisable;

•

each special committee had the authority to report to CBOT Holdings’ board of directors its recommendation and conclusions with respect to the merger as a whole or any aspect of the merger;

•

each special committee had authority to consider, discuss and actively participate in negotiating the terms of the ICE proposal;

•

each special committee had the authority to retain and compensate independent legal, financial and other advisors as it deemed appropriate;

•

CBOT Holdings’ board of directors agreed that it would not recommend or otherwise approve the merger or the ICE proposal without the prior favorable recommendation of each special committee;

•

CBOT Holdings’ management and advisors were directed to provide the special committees and their advisors information and materials related to CBOT Holdings or the merger requested by the special committees;

•

in the case of the non-ER members committee, the non-ER members committee was entitled to rely on the analysis conducted by, and the findings of, the special transaction committee as to its recommendation to CBOT Holdings’ board of directors; and

•

each special committee continued to be constituted following execution of the original merger agreement and continues to be constituted following execution of the amended merger agreement, with authority to act with respect to matters arising out of or related to the merger, the ICE proposal, any revised ICE or CME proposal or any other takeover proposal that may be received by CBOT Holdings.

Independence of Directors Serving on Special Committees. The special committees determined, in consultation with their legal advisors, that the members of the special committees were independent and disinterested with respect to CME Holdings, ICE and the possible conflict related to the CBOE exercise right. In addition, the special transaction committee determined, in consultation with its legal advisor, that the members of the special transaction committee were independent and disinterested with respect to the potential trading rights conflict.

Participation in Negotiations; Original and Amended Merger Agreement Product of Arm’s Length Bargaining. The special committees noted that the special transaction committee and its advisors actively participated in negotiating the terms of the merger, including financial aspects of the merger and in drafting the

original merger agreement and the amended merger agreement. The special committees noted that the ownership of CBOT Holdings Class A stockholders under the original merger agreement of up to 31% of the combined entity was determined prior to the negotiation of transaction structure or trading-related protections, and that the amended merger agreement increased the ownership of CBOT Holdings Class A stockholders to 35% of the combined entity and did not affect transaction structure or trading-related protections. In addition, the special committees and their advisors utilized the pendency of the ICE proposal as a negotiating point in discussions with CME Holdings. Based upon the foregoing, the special committees believe that the amended merger agreement was the product of arm’s length bargaining between the parties.

Fixed Price Cash Tender Offer. The amended merger agreement provides that, following the closing of the merger, CME Holdings will commence a tender offer for up to $3.5 billion, or 6,250,000 shares, of CME Holdings Class A common stock at a fixed cash price of $560.00 per share. The special committees believe that this tender offer provides value to CBOT Holdings Class A stockholders because it provides the right to sell a portion of the CME Holdings Class A common stock to be issued in the merger without regard to market or liquidity constraints. In addition, at the request of the special transaction committee, Lazard calculated the intrinsic value of the tender offer. Lazard calculated that at the then current market price of $498 for each share of CME Holdings Class A common stock on May 10, 2007 and an exchange ratio of 0.3500, the value of CME Holdings’ proposed tender offer per share of CBOT Holdings Class A common stock (assuming CBOT Holdings Class A common stockholders tender proportionately into the tender offer) was $2.51 per share of CBOT Holdings Class A common stock. Lazard calculated the impact of $2.51 per share on the percentage spread between CME Holdings’ bid at the exchange ratio of 0.3500 and the ICE proposal at various dates and on various average prices. In connection with this analysis, Lazard noted that the holders of CBOT Holdings Class A common stock would be stockholders of the pro forma combined company that would be funding the buyback. Accordingly, Lazard presented the percentage spread between CME Holdings’ bid at the exchange ratio of 0.3500 and the ICE proposal at various dates and on various average prices both including and excluding the intrinsic value of the proposed tender offer buyback and suggested the special transaction committee consider the analyses both with and without inclusion of such value. The special committees further compared the relative merits of the cash election feature under the original merger agreement to the proposed fixed price tender offer and noted that the cash election feature was primarily designed to provide a liquidity mechanism to holders of CBOT Holdings Class A common stock who would have the right to elect to receive the merger consideration in cash in lieu of shares of CME Holdings Class A common stock based on the average value of CME Holdings Class A common stock during the 10 trading days ending on the second trading day prior to completion of the merger.

Non-Solicitation and Termination Provisions. The special committees noted that the non-solicitation and termination provisions in the amended merger agreement provide for a continuing role for the special transaction committee, including, among other things, that:

•

the special transaction committee, independent of CBOT Holdings’ board of directors, may make any disclosure to the CBOT Holdings Class A stockholders that it determines in good faith, after consultation with its legal advisor, is required to comply with its obligations under applicable law;

•

CBOT Holdings may furnish information to, and participate in discussions or negotiations with, any third party with respect to a takeover proposal if the special transaction committee, independent of CBOT Holdings’ board of directors, determines, in good faith after consultation with its legal and financial advisors, that the takeover proposal is or could reasonably be expected to lead to a superior proposal and the failure to furnish information or participate in discussions or negotiations could reasonably be expected to result in a breach of its fiduciary duties under applicable law;

•

the special transaction committee, independent of CBOT Holdings’ board of directors, may, in response to a superior proposal, change its recommendation and recommend the superior proposal; and

•

the special transaction committee, independent of CBOT Holdings’ board of directors, may change its recommendation at any time if it determines in good faith, after consultation with its legal advisor, that a change in recommendation is required to comply with its fiduciary duties under applicable law.

The special committees believe that the special transaction committee’s ability to act independent of CBOT Holdings’ board of directors under the non-solicitation and termination provisions in the amended merger agreement, and the consequences of the special transaction committee’s actions, assure an active role for the special transaction committee with respect to the merger and any alternative takeover proposals that may be received by CBOT Holdings. The special committees also believe that the termination fee provisions would not preclude an alternative proposal, including one that could affect exercise rights and other CBOT member rights differently than does the amended merger agreement. The special committees also noted that the termination fee in the original merger agreement did not preclude ICE from making a proposal, and that as a percentage of equity value of the CME proposal the termination fee remained unchanged.

Opinion of Lazard. The special committees considered the opinion of the financial advisor to the special transaction committee, Lazard, to the effect that, as of May 11, 2007, and based upon and subject to the assumptions, limitations and qualifications set forth in the opinion, the exchange ratio was fair, from a financial point of view, to the Class A stockholders of CBOT Holdings other than the stockholders of CBOT Holdings who have exercise right privileges at CBOE or have exercised such exercise right privileges at CBOE. The non-ER members committee requested, and Lazard consented, to the non-ER members committee’s reliance on Lazard’s opinion.

Independent Evaluation of ICE Proposal. The special committees and their advisors completed a comprehensive and independent evaluation of the ICE proposal. In connection with their evaluation, the special committees noted, in particular, that:

•

the special committees and their respective advisors participated in CBOT Holdings’ due diligence review of ICE, including attending due diligence meetings with ICE and monitoring management’s participation in the due diligence process;

•

the special transaction committee retained, and permitted the non-ER members committee to rely upon, an independent technology consultant to evaluate the capability and scalability of ICE’s technology and trading and clearing platforms, as well as the feasibility, risks, timing and cost of certain integration-related projects jointly identified by ICE and CBOT Holdings;

•

ICE and its advisors had access to substantially the same due diligence information related to CBOT Holdings and its subsidiaries that was made available to CME Holdings in its due diligence review of CBOT Holdings;

•

the special committees and their advisors established separate lines of communication with ICE and its advisors, which afforded ICE and its advisors the opportunity to have discussions with the special committees and their advisors independent of the CBOT Holdings board and its advisors or CBOT Holdings’ management;

•

at the request of the special committees, Mr. Sprecher, the chief executive officer of ICE, made a presentation to the special committees and their advisors with respect to, among other things, Mr. Sprecher’s views as to the strategic benefits of the ICE proposal;

•

the special committees and their advisors actively participated in negotiations related to the ICE proposal, including multiple requests for ICE to improve its proposal from both financial and legal perspectives;

•

at the request of the special committees, Lazard presented and discussed with the special committees certain financial and valuation analyses with respect to ICE and the ICE proposal described in “Analyses of Lazard, Financial Advisor to the CBOT Holdings Special Transaction Committee, with Respect to the ICE Proposal;”

•

the special committees considered the current and historical trading values of CBOT Holdings’ Class A common stock and the implied value of the ICE proposal based on the proposed exchange ratio and the current and historical trading prices of ICE’s securities;

•

the special committees considered the strategic opportunities and risks of a merger with ICE on the terms and conditions set forth in the ICE proposal, taking into account, among other things, the strategic, business and operational rationale for a merger with ICE, potential synergies, integration and operational risks in connection with the ICE proposal, including with respect to the timing and risks of transitioning CBOT Holdings and its subsidiaries to ICE’s trading and clearing platforms, and the governance of the combined entity proposed by ICE;

•

the special committees considered and evaluated the technology integration risks referenced in “—Conclusions Regarding the ICE Proposal” and the report of CSC, which highlighted the uncertainties surrounding the further development and execution of an integration plan for the CBOT trading and clearing platforms;

•

the special committees considered the relative business strengths, experiences and perspectives of the board members and management at each of ICE and CBOT Holdings and how such factors would affect the successful integration of the two companies on both operational and strategic bases;

•

the special committees considered the impact of these factors on the ability of the combined company to realize the long-term strategic objectives of CBOT Holdings and the implied values of the ICE proposal;

•

the special committees considered the impact of these factors on the structure of the governance and management leadership of the combined company proposed by ICE, and the unwillingness of ICE to materially modify that structure following the special committees’ requests for modification in light of the integration risks noted above; and

•

the special committees independently considered, in consultation with their legal, financial and other advisors, the factors described in “—Conclusions Regarding the ICE Proposal.”

Factors Also Considered by CBOT Holdings’ Board of Directors. The special committees independently considered, in consultation with their legal and financial advisors, the factors described in “CBOT Holdings’ and CBOT’s Reasons for the Merger; Recommendation of CBOT Holdings’ and CBOT’s Board of Directors.” Please see “CBOT Holdings’ and CBOT’s Reasons for the Merger; Recommendation of CBOT Holdings’ and CBOT’s Boards of Directors” for a description of these factors.

The foregoing discussion of the material factors considered by the CBOT Holdings’ special transaction committee and non-ER members committee is not intended to be exhaustive, but does set forth the principal factors considered by CBOT Holdings’ special transaction committee and non-ER members committee.

Conclusions Regarding the ICE Proposal

Determination of CBOT Holdings Board of Directors

On May 11, 2007, the CBOT Holdings board unanimously determined that the ICE proposal was not a “Superior Proposal” (within the meaning of the original merger agreement). In light of the number and variety of factors considered in connection with its evaluation of the ICE proposal, the CBOT Holdings board did not consider it practicable to, and did not attempt to, quantify, rank or otherwise assign relative weights to the specific factors it considered in reaching its determination. Rather, the CBOT Holdings board made its determination based on the totality of information presented to, and the investigations conducted by or at the direction of, the CBOT Holdings board. In addition, individual directors may have given different weight to different factors. In arriving at its determination, the CBOT Holdings board consulted with CBOT Holdings’ management and its financial and legal advisors and outside consultants and considered a number of factors, including the following material factors, which the CBOT Holdings board viewed as generally supporting its determination:

•

the belief that a combination with ICE would take longer to integrate and would involve significantly greater execution risks than a combination with CME Holdings, including the following:

•

the functionality and scale of ICE’s clearing and electronic trading platforms would have to be significantly increased to support CBOT’s customers and trading volume, whereas CME’s

clearing platform already supports CBOT’s clearing needs, and the parties currently expect to migrate CBOT’s electronic trading to CME’s Globex platform in the first quarter of 2008;

•

migration of CBOT’s electronic trading and clearing operations to ICE’s platforms likely would take a considerable period of time. Although ICE had some experience integrating acquired exchanges (such as International Petroleum Exchange and NYBOT) and believed the migration could be completed in 18 months, CBOT Holdings’ management estimated that the migration would take 24 months, and CSC, the independent technology consultant retained by the special transaction committee to assist in the due diligence review of ICE’s technology, believed that 24 months was aggressive and carried risk;

•

the longer integration period and more complex platform migration with ICE likely would adversely affect CBOT product innovation and customer service, posing significant risk to the competitive position of the combined companies in a rapidly changing industry;

•

transitioning CBOT customers to ICE’s clearing and electronic trading platforms likely would result in greater customer inconvenience than a migration to CME’s Globex platform, increasing the risk to CBOT and the combined companies of customer attrition;

•

the longer integration period and the dispersed physical locations of the clearing (New York), technology (Atlanta) and business operations (Chicago) functions increased the risk of loss of critical personnel, resulting in greater execution risk for a combination with ICE than a combination with CME Holdings;

•

integration of CBOT’s business while it completes the integration of NYBOT, which might strain ICE’s personnel and resources or result in a delay in completing the integration of CBOT’s business, resulting in greater execution risk than a combination with CME Holdings;

•

CBOT likely would have to extend the term of its clearing agreement with CME and its agreements with Atos Euronext Market Solutions Limited for its electronic trading platform, potentially resulting in increased costs and greater execution risk than a combination with CME Holdings, and it is uncertain whether CBOT could achieve extensions that would expire at the same time that migration to the ICE trading and clearing platforms became possible;

•

the fact that the migration of CBOT’s clearing and electronic trading functions to ICE’s platforms would require substantial CBOT business expertise to be successful, but under the ICE proposal would be overseen and managed by a board comprised of a majority of ICE directors and ICE management; and

•

the forgoing risks to the long-term value of CBOT Holdings outweigh the higher implied short-term value of the ICE proposal based on recent market prices of ICE’s common stock and CME Holdings’ Class A common stock (which implied short-term values as of May 10, 2007, the last full trading day before the public announcement of the revised terms of the merger agreement, were calculated to be $10.1 billion in the aggregate, or $191.49 per share of CBOT Holdings Class A common stock, for the ICE proposal and $9.2 billion in the aggregate, or $174.28 per share of CBOT Holdings Class A common stock, for the revised terms of the CME transaction);

•

the belief that a combined CBOT Holdings/CME Holdings would be better able to compete in a rapidly changing industry than a combined CBOT Holdings/ICE;

•

CME Holdings’ longer operating history and history as a public company;

•

Technology Assessment and Integration Analysis

CBOT Holdings believes that one of the key drivers of its success has been the integration of its trading, clearing and order delivery processes, each of which is heavily technology driven. CBOT Holdings further believes that its customers choose CBOT in part because of its ability to execute and process their orders quickly and reliably, its continued innovation with respect to both trading and clearing capabilities, and its ability to often deliver new, unique and increasingly complex products ahead of its competitors. CBOT Holdings recognized that an efficient migration of its business to the systems operated by potential merger partners would be a key factor in achieving anticipated cost synergies and other strategic benefits, and in limiting disruptions to its customers and its business. CBOT Holdings also believes that any significant disruption or diminution in its ability to provide service and products to its customers in connection with or as a result of the migration would materially and adversely affect its business.

In analyzing the technology and integration issues in connection with a potential CME combination, CBOT Holdings concluded that the integration tasks associated with a combination with CME would be of limited scope and would present minimal execution risk. This conclusion was based primarily on two factors. First, CBOT currently uses the CME clearing platform and planned to continue to do so after the merger. Thus, a combination with CME Holdings posed little, if any, execution risk in terms of clearing. Second, given that substantial progress had been made in planning CBOT’s migration to Globex, the CME trading platform, CBOT concluded that this too posed relatively low execution risk.

In connection with its due diligence review of the technological capabilities of ICE, CBOT Holdings was advised that ICE intended to migrate CBOT’s existing electronic trading platform to the ICE platform and CBOT’s clearing platform to the platform operated by ICE’s subsidiary NYBOT. As a result, CBOT Holdings analyzed the capabilities and scalability of ICE’s technology and electronic trading and clearing platforms and the potential risks associated with the migration of CBOT’s electronic clearing and trading platforms to ICE. In performing its analysis, CBOT Holdings relied on the assessments of its internal technology, clearing and operations personnel as well as the analyses provided by the independent technology consultant retained by the CBOT Holdings special transaction committee.

Based on this due diligence and the reviews by its personnel and the independent technology consultant, CBOT Holdings made the following conclusions with respect to ICE’s technological capabilities and the potential risks of transitioning CBOT’s trading and clearing functions onto ICE’s platforms:

•

significant gaps exist between the current capabilities of CBOT’s trading and clearing functions, and the existing capabilities and functionality offered by ICE and NYBOT;

•

the migration of CBOT’s platforms to ICE and NYBOT would pose significant risks of disruption to CBOT’s ability to offer superior services and products to its customers; and

•

the time needed to effect such a migration exposes CBOT Holdings to additional and substantial competitive risks.

Based on these and other considerations, CBOT Holdings determined that the development of and migration to ICE technology platforms, particularly the clearing platform, created substantial risks for its business and for the combined CBOT/ICE. This was one of the many factors that the CBOT Holdings board of directors considered when comparing the ICE proposal to the CME transaction.

ICE Technology Gaps. CBOT Holdings, with the assistance and concurrence of ICE, identified a number of functional gaps with the proposed ICE technology that would impact several critical aspects of CBOT Holdings’ business. For example, ICE’s technology with respect to the number and complexity of transactions that can be processed and the speed and reliability at which such processing can occur would need to be enhanced for it to be on par with the technology CBOT Holdings currently has in place. CBOT Holdings did conclude that, barring unforeseen circumstances, it was possible to fill the identified functional gaps and complete the migration to ICE’s platforms. However, CBOT Holdings estimated it would take 24 months to complete the migration. This estimate assumed, among other things, that sufficient resources would be allocated to the project and there would be effective cooperation between the operations and technology personnel at CBOT Holdings, ICE and NYBOT. CBOT Holdings concluded that difficulties in merging these groups in light of their different cultures, and attrition among CBOT Holdings employees given the uncertainties regarding their long-term prospects at the combined company, among other factors, could lead to difficulties in achieving a successful integration within the 24-month time frame.

Business Risks Associated with Migration. CBOT Holdings believes its customer-focused business model is a key factor in its success and ability to maintain and expand its existing customer base. CBOT Holdings has worked closely with customers, CME Holdings and AEMS to provide state-of-the art capabilities that allow customers to execute and clear complex trades in milliseconds and to obtain settlement, confirmation and other back office documentation efficiently, enabling them to streamline their back office requirements and provide optimal service to their own customers. CBOT Holdings has invested heavily in its technological capabilities to serve its customers, and continues to enhance its systems and products in response to customers’ demands for speed, reliability, ease of use and innovation. CBOT Holdings believes that if its ability to continue to provide cutting-edge capabilities and customer focused services or to innovate new products is disrupted or impaired, its business will be materially and adversely affected.

CBOT Holdings customers expect a high level of service, speed and range of new and innovative products. The inability to timely and successfully migrate to ICE’s clearing and trading platforms would likely jeopardize CBOT Holdings’ position as an industry leader and result in customers being lost to competitors better able to deliver those services. In the short term, the functional gaps in the ICE/NYBOT platforms may be mitigated by CBOT’s ability to utilize the electronic trading and clearing platforms currently in place pursuant to existing arrangements with CME Holdings and AEMS. However, any failure to complete a seamless migration to ICE/NYBOT’s alternative platforms within the time frame available under the existing agreements and possible extensions would materially and adversely affect CBOT Holdings’ business following a business combination with ICE.

In addition, in its overall analysis of the ICE proposal and in its comparison of the terms of the ICE proposal to the CME Holdings transaction, CBOT Holdings considered the possibility of the migration period lasting longer than 24 months or not being completed as planned. CBOT Holdings also considered the fact that its current contractual arrangements with CME Holdings with respect to clearing and with AEMS with respect to the electronic trading platform each expired around January 1, 2009, or somewhat earlier than the projected 24-month migration period. Although CBOT Holdings believed it could extend these contractual relationships, the terms of the extension periods might need to be negotiated with CME Holdings and AEMS, respectively, to permit a simultaneous and coordinated migration, and an extension could result in increased costs or diminished customer service.

Business Risks Ancillary to Migration. CBOT Holdings further identified risks with the ICE proposal that are separate and distinct from the timing or success of the migration itself. For example, during the period the

parties were working to develop the technology necessary to enable the ICE/NYBOT technology platforms to accommodate CBOT Holdings’ business, and the subsequent testing of and migration to those platforms, customer service and product innovation might be disrupted or materially and adversely affected, making the combined company vulnerable to customer defections to competitors, including CME Holdings. This risk could be exacerbated by the fact that there are significant differences in the approach to customer-driven and customized interfaces, products and service between CBOT Holdings and the ICE business model. ICE’s proposal could require customers to abandon their customer- and CBOT Holdings-specific systems and invest in new technology and internal systems migration in order to utilize the ICE/NYBOT platform.

In addition, during the migration period, technology and management resources would be focused to a significant extent on completing the migration. As a result, during this time period resources likely would be diverted from ongoing efforts to develop new products and improve functionality and customer service. This would create substantial risk to the combined company’s competitive position, as other exchanges and competitors could be better able to respond more quickly to changing customer needs and to provide innovative new products and services. These risks would be magnified to the extent the migration period extends beyond the 24 months estimated by CBOT Holdings management.

Certain Projections

Neither CME Holdings nor CBOT Holdings, as a matter of course, publicly discloses forecasts or internal projections as to future trading volume, rate per contract, revenues or earnings. However, in the course of their discussions with each other, each prepared and provided the other party with certain non-public business and financial information, including projections. This information did not take into account the proposed merger between CME Holdings and CBOT Holdings or the financing of the proposed fixed price tender offer after completion of the merger. See cautionary statements regarding forward-looking information under “Forward-Looking Statements” on page 36.

CME Holdings

In connection with the negotiation of the original merger agreement, CME Holdings management provided to CBOT Holdings the following projections for CME Holdings’ operating results for 2007 and 2008, referred to as the “base case”:


	Year Ending December 31,
	2007		2008
	(in millions, except per share amounts)
Revenue	$	1,423	$	1,666
Expenses		533		611
Operating income		889		1,055
Net income		525		634
Earnings per share—diluted	$	14.97	$	18.07

In connection with the negotiation of the amended merger agreement, CME Holdings management provided to CBOT Holdings the following revised projections for CME Holdings’ operating results for 2007 and 2008, referred to as the “base case”:


	Year Ending December 31,
	2007		2008
	(in millions, except per share amounts)
Revenue	$	1,384	$	1,668
Expenses		534		594
Operating income		849		1,074
Net income		548		704
Earnings per share—diluted	$	15.58	$	20.01

Beginning with its financial results for the quarter ended September 30, 2006, CME Holdings reclassified the following income statement categories from revenue to non-operating income and expense: investment income, securities lending interest income and expense, and equity in losses of unconsolidated subsidiaries. These reclassifications were reflected in the projections provided during the course of the negotiations of the amended merger agreement but not the original merger agreement.

CBOT Holdings management prepared its own projections for CME Holdings’ operating results for the years 2007 through 2015 based on the revised base case projections, other financial information obtained during the course of negotiations of the amended merger agreement and diligence process and conversations with CME Holdings management. These projections, reflected below, were provided to JPMorgan and Lazard in connection with the preparation of the fairness opinions issued by those firms on May 11, 2007 and to CBOT Holdings board of directors. CME Holdings did not review, comment on or approve the projections prepared by CBOT Holdings management.


	Year Ending December 31,
	2007		2008		2009		2010(3)		2011(3)		2012		2013		2014		2015
	(in millions, except per share amounts)
Revenue	$	1,384	$	1,668	$	1,929	$	2,223	$	2,547	$	2,898	$	3,300	$	3,758	$	4,282
Operating expenses, excluding depreciation and amortization		459		512		579		645		713		783		891		1,015		1,156
EBITDA(1)		925		1,156		1,350		1,578		1,834		2,116		2,409		2,743		3,126
EBIT(2)		850		1,074		1,260		1,481		1,729		2,003		2,289		2,616		2,991
Earnings per share—diluted	$	15.58	$	20.01	$	23.21	$	27.05	$	31.35	$	36.10	$	41.05	$	46.70	$	53.17
Capital expenditures	$	100	$	110	$	120	$	130	$	140	$	150	$	160	$	170	$	180

(1)	EBITDA is net income before interest, tax, depreciation and amortization

(2)	EBIT is net income before interest and tax

(3)

The figures in the table reflect projections provided by CBOT Holdings management on May 2, 2007. In preparing its fairness opinion, for 2010 and 2011 Lazard used expense figures of $656 and $764, respectively, EBITDA figures of $1,567 and $1,783, respectively, EBIT figures of $1,470 and $1,678, respectively, and earnings per share figures of $26.85 and $30.47, respectively, as reflected in projections provided by CBOT Holdings management to Lazard on April 30, 2007.

In connection with the negotiation of the amended merger agreement, CME Holdings’ management provided to CBOT Holdings a higher “base plus case” for 2007 and 2008 for CME Holdings that included alternative and more favorable assumptions regarding volume growth, clearing fees and impact of new initiatives. These alternative and more favorable assumptions resulted in the following projections for CME Holdings’ operating results for 2007 and 2008:


	Year Ending December 31,
	2007		2008
	(in millions, except per share amounts)
Revenue	$	1,458	$	1,884
Expenses		551		639
Operating income		907		1,245
Net income		583		815
Earnings per share—diluted	$	16.56	$	23.17

CBOT Holdings prepared its own projections for CME Holdings’ operating results for the years 2007 through 2015 based on the foregoing base plus case projections, other financial information obtained during the course of negotiations of the amended merger agreement and diligence process and conversations with CME Holdings management. These projections, reflected below, were provided to JPMorgan and Lazard in connection with the preparation of the fairness opinions issued by those firms on May 11, 2007 and to CBOT Holdings

board of directors. CME Holdings did not review, comment on or approve the projections prepared by CBOT Holdings management:


	Year Ending December 31,
	2007		2008		2009		2010		2011		2012		2013		2014		2015
	(in millions, except per share amounts)
Revenue	$	1,458	$	1,884	$	2,181	$	2,517	$	2,886	$	3,287	$	3,745	$	4,268	$	4,866
Operating expenses, excluding depreciation and amortization		469		555		627		699		774		849		967		1,101		1,255
EBITDA(1)		989		1,329		1,553		1,817		2,112		2,437		2,778		3,167		3,611
EBIT(2)		907		1,245		1,463		1,720		2,007		2,325		2,658		3,039		3,476
Earnings per share—diluted	$	16.56	$	23.17	$	26.92	$	31.38	$	36.35	$	41.86	$	47.62	$	54.21	$	61.67
Capital expenditures	$	100	$	110	$	120	$	130	$	140	$	150	$	160	$	170	$	180

(1)	EBITDA is net income before interest, tax, depreciation and amortization

(2)	EBIT is net income before interest and tax

CBOT Holdings

In connection with the negotiation of the original merger agreement, CBOT Holdings management provided to the CBOT Holdings board of directors the following projections for CBOT Holdings’ operating results for 2007 and 2008, referred to as the “base case,” which were also provided to JPMorgan and Lazard in connection with the preparation of the fairness opinions issued by those firms in October 2006:


	Year Ending December 31,
	2007		2008
	(in millions, except per share amounts)
Revenue	$	699	$	793
Expenses		356		380
EBIT(1)		343		413
Earnings per share—diluted	$	4.06	$	4.87

(1)	EBIT is net income before interest and taxes.

In connection with the negotiation of the amended merger agreement, CBOT Holdings management provided to CME Holdings’ management the following revised projections for CBOT Holdings’ operating results for 2007 and 2008, referred to as the “base case,” which were also provided to JPMorgan and Lazard in connection with the preparation of the fairness opinions issued by those firms on May 11, 2007 and the CBOT Holdings board of directors:


	Year Ending December 31,
	2007		2008
	(in millions, except per share amounts)
Revenue	$	780	$	891
Expenses		357		386
Operating income		424		505
Net income		262		309
Earnings per share—diluted	$	4.95	$	5.83

The foregoing projections were consistent with projections prepared and used by CBOT Holdings’ management in connection with CBOT Holdings’ business and operations.

CBOT Holdings also prepared projections for CBOT Holdings’ operating results for the years 2007 through 2015 based on the revised “base case.” These projections, reflected below, were provided to JPMorgan and Lazard in connection with the preparation of the fairness opinions issued by those firms on May 11, 2007 and to CBOT Holdings board of directors:


	Year Ending December 31,
	2007		2008		2009		2010		2011		2012		2013		2014		2015
	(in millions, except per share amounts)
Revenue	$	780	$	891	$	1,004	$	1,124	$	1,254	$	1,395	$	1,545	$	1,707	$	1,877
Operating expenses, excluding depreciation and amortization		308		336		363		391		420		451		484		518		555
EBITDA(1)		472		555		641		733		834		943		1,061		1,188		1,323
EBIT(2)		424		505		588		677		775		882		998		1,124		1,257
Earnings per share—diluted	$	4.95	$	5.83	$	6.77	$	7.77	$	8.86	$	10.05	$	11.35	$	12.75	$	14.24
Capital expenditures	$	35	$	37	$	42	$	46	$	50	$	54	$	58	$	62	$	65

(1)	EBITDA is net income before interest, tax, depreciation and amortization

(2)	EBIT is net income before interest and tax

CBOT Holdings’ management provided to CME Holdings a higher “base plus case” for 2007 and 2008 for CBOT Holdings that included alternative and more favorable assumptions regarding volume growth, rate per contract and the impact of new initiatives. These projections, reflected below, were also provided to JPMorgan and Lazard in connection with the preparation of the fairness opinions issued by those firms on May 11, 2007 and to the CBOT Holdings board of directors:


	Year Ending December 31,
	2007		2008
	(in millions, except per share amounts)
Revenue	$	826	$	1,030
Expenses		370		403
Operating income		456		627
Net income		282		383
Earnings per share—diluted	$	5.33	$	7.24

CBOT Holdings also prepared projections for CBOT Holdings’ operating results for the years 2007 through 2015 based on the foregoing “base plus case.” These projections, reflected below, were provided to JPMorgan and Lazard in connection with the preparation of the fairness opinions issued by those firms on May 11, 2007 and to the CBOT Holdings board of directors:


	Year Ending December 31,
	2007		2008		2009		2010		2011		2012		2013		2014		2015
	(in millions, except per share amounts)
Revenue	$	826	$	1,030	$	1,161	$	1,300	$	1,451	$	1,614	$	1,789	$	1,976	$	2,174
Operating expenses, excluding depreciation and amortization		315		346		374		403		434		466		501		537		575
EBITDA(1)		511		684		787		897		1,017		1,148		1,288		1,439		1,599
EBIT(2)		456		627		726		832		949		1,077		1,215		1,365		1,524
Earnings per share—diluted	$	5.33	$	7.24	$	8.37	$	9.57	$	10.89	$	12.32	$	13.88	$	15.55	$	17.34
Capital expenditures	$	40	$	43	$	48	$	53	$	58	$	63	$	67	$	72	$	76

(1)	EBITDA is net income before interest, tax, depreciation and amortization

(2)	EBIT is net income before interest and tax

For further information on the financial advisors’ opinions, see “The Merger—Opinion of JPMorgan, Financial Advisor to CBOT Holdings” and “The Merger—Opinion of Lazard, Financial Advisor to the CBOT Holdings Special Transaction Committee.”

While these projections were prepared in good faith, no assurance can be made regarding future events. The estimates and assumptions underlying the projections and financial information involve judgments with respect to, among other things, future economic, competitive, regulatory and financial market conditions and future business decisions that may not be realized and that are inherently subject to significant business, economic, competitive and regulatory uncertainties, all of which are difficult to predict and many of which are beyond the control of CME Holdings and CBOT Holdings and will be beyond the control of CME Group. In addition, the projections were prepared with a view of CME Holdings and CBOT Holdings on a stand-alone basis, and without reference to costs incurred in connection with the merger. In addition, the forgoing information does not reflect costs that, in the event the merger is not completed, CBOT Holdings likely would incur as a result of the impact of the proposed merger on CBOT Holdings’ business and operations. Accordingly, actual results likely will differ, and may differ materially, from those presented in the projections, even if the merger is not completed. Such projections cannot, therefore, be considered a reliable predictor of future operating results, and this information should not be relied on as such.

The projections in this section were not prepared with a view toward public disclosure or with a view toward complying with the guidelines established by the American Institute of Certified Public Accountants with respect to prospective financial data, published guidelines of the SEC regarding forward-looking statements, or U.S. generally accepted accounting principles. In the view of CME Holdings management and CBOT Holdings management, the projections prepared by each was prepared on a reasonable basis. However, the projections are not fact and should not be relied upon as being necessarily indicative of future results, and readers of this document are cautioned not to place undue reliance on this information.

The projections included in this document have been prepared by, and are the responsibility of, CME Holdings management and CBOT Holdings management, as applicable. Neither Ernst & Young LLP nor Deloitte & Touche LLP has examined or compiled the accompanying projections and financial information and, accordingly, neither Ernst & Young nor Deloitte & Touche expresses an opinion or any other form of assurance with respect thereto. The Ernst & Young reports and the Deloitte & Touche report incorporated by reference in this document relate to CME Holdings’ historical financial information and CBOT Holdings’ historical financial information, respectively. They do not extend to the projections and should not be read to do so.

The revised projections were prepared in March and April 2007 and have not been updated to reflect any changes since that date. Neither CME Holdings, CBOT Holdings nor, following the merger, CME Group intends to update or otherwise revise the projections to reflect circumstances existing since their preparation or to reflect the occurrence of unanticipated events, even in the event that any or all of the underlying assumptions are shown to be in error. Furthermore, neither CME Holdings, CBOT Holdings nor, following the merger, CME Group intends to update or revise the projections to reflect changes in general economic or industry conditions.

These projections are not included in this document in order to induce any stockholder to vote in favor of the approval and adoption of the amended merger agreement or to acquire securities of CME Group, or to induce any CBOT member to vote in favor of the proposals to be voted on at the CBOT special meeting, as described in this document.

Opinion of Lehman Brothers, Financial Advisor to CME Holdings

In August 2006, the CME Holdings board of directors engaged Lehman Brothers to act as its financial advisor with respect to pursuing a strategic combination with CBOT Holdings. On October 16, 2006, Lehman Brothers rendered its oral opinion (subsequently confirmed in writing) to the CME Holdings board of directors that as of such date and, based upon and subject to the matters stated in its opinion, from a financial point of

view, the consideration to be paid by CME Holdings to the stockholders of CBOT Holdings in the merger was fair to CME Holdings. Thereafter, at the request of the CME Holdings board of directors, in connection with the board of directors’ review of the amended terms of the transaction, on May 10, 2007, Lehman Brothers rendered its oral opinion (subsequently confirmed in writing) to the CME Holdings board of directors that as of such date and, based upon and subject to the matters stated in its opinion, from a financial point of view, the exchange ratio to be paid in the merger was fair to CME Holdings.

The full text of Lehman Brothers’ written opinion, dated May 11, 2007, is attached as Annex B to this document. Stockholders are encouraged to read Lehman Brothers’ opinion carefully in its entirety for a description of the assumptions made, procedures followed, factors considered and limitations upon the review undertaken by Lehman Brothers in rendering its opinion. Lehman Brothers’ opinion is not intended to be and does not constitute a recommendation to any stockholder as to how that stockholder should vote or act with respect to the proposed merger or any other matters described in this document. The following is a summary of Lehman Brothers’ opinion and the methodology that Lehman Brothers used to render its opinion. This summary is qualified in its entirety by reference to the full text of the opinion.

Lehman Brothers’ advisory services and opinion were provided for the information and assistance of the CME Holdings board of directors in connection with its consideration of the merger. Lehman Brothers was not requested to opine as to, and Lehman Brothers’ opinion does not address, CME Holdings’ underlying business decision to proceed with or effect the merger.

In arriving at its opinion, Lehman Brothers reviewed and analyzed, among other things:

•

the amended merger agreement and the specific terms of the merger;

•

publicly available information concerning CME Holdings and CBOT Holdings that Lehman Brothers believed to be relevant to its analysis, including certain periodic reports filed by CME Holdings and CBOT Holdings, including their most recent Annual Reports on Form 10-K and Quarterly Reports on Form 10-Q;

•

financial and operating information with respect to the business, operations and prospects of CBOT Holdings furnished to Lehman Brothers by CBOT Holdings and CME Holdings, including (i) financial projections of CBOT Holdings prepared by the management of CBOT Holdings and (ii) financial projections of CBOT Holdings prepared by the management of the CME Holdings;

•

financial and operating information with respect to the businesses, operations and prospects of CME Holdings furnished to Lehman Brothers by CME Holdings, including (i) financial projections of CME Holdings prepared by the management of CME Holdings and (ii) the amounts and timing of certain cost savings and revenue synergies expected by the management of CME Holdings to result from the proposed transaction;

•

trading histories of CME Holdings common stock and of CBOT Holdings common stock from October 18, 2005 to May 10, 2007 and a comparison of each of their trading histories with those of other companies that Lehman Brothers deemed relevant;

•

the relative contributions of CME Holdings, on the one hand, and CBOT Holdings, on the other hand, to the current and future financial performance of CME Group on a pro forma basis;

•

a comparison of the financial terms of the merger with the financial terms of certain other transactions that Lehman Brothers deemed relevant;

•

the potential pro forma financial impact of the proposed transaction on the future financial performance of CME Holdings, including the expected synergies;

•

a comparison of the historical financial results and present financial condition of CME Holdings and CBOT Holdings with each other and with those of other companies that Lehman Brothers deemed relevant; and

•

published estimates by independent equity research analysts with respect to the future financial performance of CME Holdings and CBOT Holdings.

In addition, Lehman Brothers had discussions with the managements of CME Holdings and CBOT Holdings concerning their respective businesses, operations, assets, financial conditions and prospects and undertook such other studies, analyses and investigations as Lehman Brothers deemed appropriate.

In arriving at its opinion, Lehman Brothers assumed and relied upon the accuracy and completeness of the financial and other information used by Lehman Brothers without assuming any responsibility for independent verification of such information. Lehman Brothers further relied upon the assurances of the managements of CME Holdings that they were not aware of any facts or circumstances that would make such information inaccurate or misleading. With respect to the financial projections of CME Holdings and CBOT Holdings prepared by the management of CME Holdings, upon advice of CME Holdings, Lehman Brothers assumed that such projections were reasonably prepared on a basis reflecting the best currently available estimates and judgments of the management of CME Holdings as to their respective future financial performance and that they would perform substantially in accordance with such projections. With respect to the operating synergies and strategic benefits expected by the management of CME Holdings to result from a combination of the businesses of CME Holdings and CBOT Holdings, upon advice of CME Holdings, Lehman Brothers assumed that such estimated operating synergies and strategic benefits will be achieved substantially in accordance with such expectations. In arriving at its opinion, Lehman Brothers did not conduct or obtain any evaluations or appraisals of the assets or liabilities of CME Holdings or CBOT Holdings, nor did it conduct a physical inspection of the properties and facilities of CME Holdings and CBOT Holdings. Lehman Brothers’ opinion was necessarily based upon market, economic and other conditions as they existed on, and could be evaluated as of, May 10, 2007.

Lehman Brothers is an internationally recognized investment banking firm and, as part of its investment banking activities, is regularly engaged in the valuation of businesses and their securities in connection with mergers and acquisitions, negotiated underwritings, competitive bids, secondary distributions of listed and unlisted securities, private placements and valuations for corporate and other purposes. The CME Holdings board of directors selected Lehman Brothers because of its expertise, reputation and familiarity with CME Holdings and the exchange industry generally and because its investment banking professionals have substantial experience in transactions comparable to the merger.

The following is a summary of the material financial analyses used by Lehman Brothers in connection with providing its opinion to the CME Holdings board of directors. The financial analyses summarized below include information presented in tabular format. In order to fully understand the financial analyses used by Lehman Brothers, the tables must be read together with the text of each summary. Considering any portion of such analyses and of the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Lehman Brothers’ opinion.

Comparable Company Analysis

In order to assess how the public market values shares of similar publicly traded companies, Lehman Brothers, based on its experience with companies in the exchange industry, reviewed and compared specific financial and operating data relating to CBOT Holdings with selected companies that Lehman Brothers deemed comparable to CBOT Holdings, including:

•

Australian Stock Exchange;

•

Bolsas y Mercados Españoles;

•

Bursa Malaysia;

•

CME Holdings;

•

Deutsche Börse Group;

•

Hong Kong Exchanges & Clearing;

•

IntercontinentalExchange;

•

London Stock Exchange;

•

The Nasdaq Stock Market, Inc.;

•

NYMEX Holdings, Inc.;

•

NYSE Euronext, Inc.;

•

OMX AB;

•

Singapore Exchange Limited; and

•

TSX Group.

As part of its comparable company analysis, Lehman Brothers calculated and analyzed CBOT Holdings’ and each comparable company’s ratio of current stock price to its projected earnings per share, commonly referred to as a “price earnings ratio.” Lehman Brothers also calculated and analyzed various financial multiples, including CBOT Holdings’ and each comparable company’s enterprise value to certain historical financial criteria such as revenue and earnings before interest, taxes, depreciation and amortization, or “EBITDA.” The enterprise value of each company was obtained by adding its short and long-term debt to the sum of the market value of its common equity, and subtracting its cash and cash equivalents. For the comparable companies, these calculations were performed, and based on publicly available financial data (including Wall Street consensus estimates per the Institutional Broker Estimate System, or “IBES,” database) and closing prices, as of May 10, 2007, the last trading date prior to the delivery of Lehman Brothers’ opinion. For the CBOT Holdings implied share price, the calculations were based on financial projections prepared by CME Holdings’ management.

The following table sets forth the results of this analysis.


	Comparable Companies at May 10, 2007 Closing Prices
	Range	Median
Ratio of Price to:
Calendar Year 2007 Estimated Earnings	19.2x – 43.9x	25.4x
Calendar Year 2008 Estimated Earnings	16.8x – 31.5x	23.7x

Ratio of Firm Value to:
Calendar Year 2007 Estimated Revenue	5.0x – 18.0x	10.3x
Calendar Year 2008 Estimated Revenue	4.7x – 16.2x	9.3x

Ratio of Firm Value to:
Calendar Year 2007 Estimated EBITDA	10.7x – 25.1x	17.5x
Calendar Year 2008 Estimated EBITDA	9.2x – 22.6x	14.1x

Lehman Brothers selected the comparable companies above because their businesses and operating profiles are reasonably similar to those of CBOT Holdings. However, because of the inherent differences between the business, operations and prospects of CBOT Holdings and the businesses, operations and prospects of the selected comparable companies, no comparable company is exactly the same as CBOT Holdings. Therefore, Lehman Brothers believed that it was inappropriate to, and therefore did not rely solely on the quantitative results

100

of the comparable company analysis. Accordingly, Lehman Brothers also made qualitative judgments concerning differences between the financial and operating characteristics and prospects of CBOT Holdings and the companies included in the comparable company analysis that would affect the public trading values of each in order to provide a context in which to consider the results of the quantitative analysis. These qualitative judgments related primarily to the differing sizes, growth prospects, profitability levels and degree of operational risk between CME Holdings and CBOT Holdings and the companies included in the comparable company analysis. Lehman Brothers’ qualitative judgments resulted in the selection of a set of firms that most closely matched the financial and operating characteristics of CBOT Holdings used in determining the appropriate reference range for the implied share price of CBOT Holdings; namely, CME Holdings, Deutsche Börse, IntercontinentalExchange, NYMEX Holdings and NYSE Euronext. The reference range for the implied share price of CBOT Holdings was calculated by Lehman Brothers solely by reference to these five companies.

Based on this analysis, Lehman Brothers derived a reference range for the implied share price of CBOT Holdings of approximately $154.00 to $180.25 per share.

Comparable Transaction Analysis

Using publicly available information, Lehman Brothers reviewed and compared the purchase prices and financial multiples paid in sixteen acquisitions or strategic mergers of companies that Lehman Brothers, based on its experience with merger and acquisition transactions, deemed relevant to arriving at its opinion. Lehman Brothers chose the transactions used in the comparable transaction analysis based on the similarity of the target companies in the transactions to CBOT Holdings in the size, mix, margins and other characteristics of their businesses. Lehman Brothers referenced the following transactions:

•

Eurex / International Securities Exchange;

•

State Street Corporation / Currenex;

•

IntercontinentalExchange / New York Board of Trade;

•

NYSE Group, Inc. / Euronext N.V.;

•

ICAP PLC / EBS;

•

Australian Stock Exchange / SFE;

•

The Nasdaq Stock Market, Inc. / INET ECN;

•

New York Stock Exchange, Inc. / Archipelago;

•

OMHEX AB / Copenhagen Stock Exchange;

•

Thomas H. Lee / Refco;

•

The Nasdaq Stock Market, Inc. / Brut, LLC;

•

Clearnet / The London Clearing House;

•

Bank of New York / Pershing;

•

ICAP PLC / BrokerTec;

•

Instinet Corp / Island ECN;

•

Deutsche Börse / Clearstream;

•

Euronext / Liffe; and

•

IntercontinentalExchange / International Petroleum Exchange.

101

Lehman Brothers selected an equity value per share multiple range of 37.5x to 48.0x the estimated earnings per share, or “EPS,” for the last 12 months ended June 30, 2007, referred to as “LTM,” which is based on average price earnings ratio multiples, consideration type and judgmental impact of cycle timing. However, no company or transaction utilized in the precedent transaction analyses is identical to CBOT Holdings or the combination. In determining the appropriate reference range for equity value per share, Lehman Brothers applied qualitative judgments to select a set of transactions that most closely matched the characteristics of the acquisition of CBOT Holdings; namely, Eurex / International Securities Exchange, State Street Corporation / Currenex, IntercontinentalExchange / New York Board of Trade, NYSE Group, Inc. / Euronext N.V., ICAP PLC / EBS, Australian Stock Exchange / SFE, New York Stock Exchange, Inc. / Archipelago, and Euronext / Liffe. Following the selection of the above transactions, Lehman Brothers calculated the mean and median LTM Net Income and applied a rounding adjustment to arrive at the appropriate reference range. Based on the range of equity value per share multiples and using the financial projections of CBOT Holdings prepared by CME Holdings’ management, the implied share prices of CBOT Holdings on May 10, 2007 were $153.50 to $196.50 per share.

CBOT Discounted Cash Flow Analysis

As part of its analysis, and in order to estimate the present value of CBOT Holdings common stock on a standalone basis, Lehman Brothers also prepared a ten-year discounted cash flow analysis, or “DCF,” for CBOT Holdings, calculated as of July 1, 2007, of after-tax unlevered free cash flows for fiscal years 2007 through 2016 based upon estimated financial data for CBOT Holdings prepared by CME Holdings’ management.

Based upon projected financial results for CBOT Holdings prepared by CME Holdings’ management, Lehman Brothers estimated a range of terminal values by applying perpetuity growth rates of 3.5% to 4.5% to 2017 estimated unlevered free cash flow. The perpetuity growth rate change was selected by Lehman Brothers based on historical and expected growth rates for the U.S. economy. Lehman Brothers discounted the unlevered free cash flow streams and the estimated terminal value to a present value at a range of discount rates from 10.5% to 11.5%. The discount rates utilized in this analysis were chosen by Lehman Brothers based on an analysis of the weighted average cost of capital of CBOT Holdings. In recognition of the fact that CBOT Holdings had been trading as a public company for less than two years at the time the analysis was performed, and therefore had a relatively limited set of market data available for determining its market volatility, Lehman Brothers also considered the market volatility of an appropriate set of comparable public companies to provide a broader measure of expected future market volatility used in determining the weighted average cost of capital of CBOT Holdings. In selecting a set of comparable public companies for this purpose, Lehman Brothers, based on its experience with companies in the exchange industry, reviewed and compared specific financial, operating and market data relating to CBOT Holdings with selected companies that Lehman Brothers deemed comparable to CBOT Holdings, including.

•

CME Holdings;

•

NYSE Euronext, Inc.;

•

Deutsche Börse Group;

•

IntercontinentalExchange;

•

International Securities Exchange;

•

London Stock Exchange; and

•

The Nasdaq Stock Market, Inc.

102

Lehman Brothers calculated per share equity values by first determining a range of enterprise values of CBOT Holdings by adding the present values of the after-tax unlevered free cash flows and perpetuity growth rates and discount rate scenario, and then subtracting from the enterprise values the net debt (which is total debt minus cash) and non-operating assets of CBOT Holdings, and dividing those amounts by the number of fully diluted shares of CBOT Holdings.

Based on the projections and assumptions set forth above, the discounted cash flow analysis of CBOT Holdings yielded an implied valuation range of CBOT Holdings common stock on a standalone basis of $130.00 to $150.00 per share.

In addition, Lehman Brothers performed a discounted cash flow analysis to calculate an implied valuation range of the unlevered, after-tax free cash flows that CBOT Holdings, including the potential expense and revenue synergies, resulting from the transaction. After taking into account the synergies estimated by CME Holdings’ management, Lehman applied a range of perpetuity growth rates of 3.5% to 4.5% and discounted the unlevered free cash flow and the estimated terminal value to a present value at a range of discount rates from 10.5% to 11.5%.

Based on the projections and assumptions set forth above, the discounted cash flow analysis of CBOT Holdings, including 50% – 100% of synergies, yielded an implied valuation range of CBOT Holdings common stock of $167.75 to $225.50 per share.

Contribution Analysis

Lehman Brothers analyzed the respective contributions of CME Holdings and CBOT Holdings based on historical financial information for the twelve months ended December 31, 2006 and CME Holdings management estimates for 2007 and 2008 revenues, EBITDA, operating income and net income of CME Holdings and CBOT Holdings.

Based on this analysis, Lehman Brothers derived a range for CBOT Holdings’ contribution of approximately 31% to 38%. By comparison CBOT Holdings Class A stockholders will receive 35% pro forma ownership of the combined entity on a fully diluted basis, assuming an all stock transaction.

Pro Forma Analysis

In order to evaluate the estimated ongoing impact of the merger, Lehman Brothers analyzed the pro forma earnings effect of the merger from the perspective of CME Holdings stockholders. The pro forma earnings effect analysis was performed in order to assess the impact of the merger on earnings per share from the perspective of CME Holdings stockholders. For the purposes of this analysis, Lehman Brothers assumed (i) a $174.28 per share price for CBOT Holdings common stock acquired pursuant to the merger, (ii) a $497.95 per share price for CME Holdings common stock (the closing market price per share on May 10, 2007), (iii) a transaction structure with 100% stock consideration and a $3.5 billion post-closing share repurchase at a fixed price of $560.00 per share, (iv) financial forecasts for each company prepared by the management of CME Holdings, (v) cost savings, revenue enhancements and continuation of CME Holdings’ clearing arrangement with CBOT Holdings, as expected by CME Holdings’ management and (vi) a closing date for the merger of June 30, 2007. Lehman Brothers estimated that, based on the assumptions described above, the pro forma impact of the transaction would be accretive to earnings per share of CME Holdings on a GAAP basis in calendar year 2008. The financial forecasts that underlie this analysis are subject to substantial uncertainty and, therefore, actual results may be substantially different.

Returns Analysis

In order to evaluate the estimated return on an investment in CBOT Holdings from the perspective of CME Holdings stockholders, Lehman Brothers calculated the internal rate of return on an investment in CBOT

103

Holdings. For the purposes of this analysis, Lehman Brothers assumed a transaction value of $8.7 billion based on a $174.28 per share price for CBOT common stock acquired pursuant to the merger plus net debt of CBOT Holdings to arrive at the initial investment value. Lehman Brothers calculated the internal rate of return on an investment in CBOT Holdings, including expense synergies, based on (i) applying a range of terminal EBITDA multiples of 16.0x – 20.0x to the estimated 2017 EBITDA and (ii) applying a range of perpetuity growth rates of 2% – 6% to the estimated 2017 unlevered free cash flow.

The following table sets forth the results of this analysis.


	Range		Return on Investment
Terminal EBITDA Multiple	16.0x – 20.0	x	19.2% – 21.6	%
Perpetuity Growth Rate	2.0% – 6.0	%	10.5% – 12.8	%

General

In connection with the review of the merger by CME Holdings’ board of directors, Lehman Brothers performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a fairness opinion is a complex process and is not necessarily susceptible to partial analysis or summary description. In arriving at its opinion, Lehman Brothers considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor considered by it. Furthermore, Lehman Brothers believes that the summary provided and the analyses described above must be considered as a whole and that selecting any portion of its analyses, without considering all of them, would create an incomplete view of the process underlying its analyses and opinion. In addition, Lehman Brothers may have given various analyses and factors more or less weight than other analyses and factors and may have deemed various assumptions more or less probable than other assumptions, so that the ranges of valuations resulting from any particular analysis described above should not be taken to be Lehman Brothers’ view of the actual value of CME Holdings or CBOT Holdings.

In performing its analyses, Lehman Brothers made numerous assumptions with respect to industry risks associated with reserves, industry performance, general business and economic conditions and other matters, many of which are beyond the control of CME Holdings or CBOT Holdings. Any estimates contained in Lehman Brothers’ analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates. The analyses performed were prepared solely as part of Lehman Brothers’ analysis of the fairness from a financial point of view to CME Holdings stockholders of the merger and were prepared in connection with the opinion by Lehman Brothers delivered orally on May 10, 2007 (subsequently confirmed in writing), to CME Holdings’ board of directors. The analyses do not purport to be appraisals or to reflect the prices at which CME Holdings common stock or CBOT Holdings common stock might trade following announcement of the merger or the prices at which CME Group common stock might trade following consummation of the merger.

The terms of the merger were determined through arm’s length negotiations between CME Holdings and CBOT Holdings and were unanimously approved by CME Holdings’ and CBOT Holdings’ boards of directors. Lehman Brothers did not recommend any specific exchange ratio or form of consideration to CME Holdings or that any specific exchange ratio or form of consideration constituted the only appropriate consideration for the merger.

Lehman Brothers’ opinion was one of the many factors taken into consideration by CME Holdings’ board of directors in making its unanimous determination to approve the amended merger agreement. Lehman Brothers’ analyses summarized above should not be viewed as determinative of the opinion of CME Holdings’ board of directors with respect to the value of CME Holdings or CBOT Holdings or of whether CME Holdings’ board of directors would have been willing to agree to a different exchange ratio or form of consideration.

As compensation for its services in connection with the merger, CME Holdings paid Lehman Brothers $3 million upon the delivery of Lehman Brothers’ initial opinion. Compensation of an additional $13 million

104

will be payable on completion of the merger. In addition, CME Holdings has agreed to reimburse Lehman Brothers for reasonable out-of-pocket expenses incurred in connection with the merger and to indemnify Lehman Brothers for certain liabilities that may arise out of its engagement by CME Holdings and the rendering of the Lehman Brothers’ opinion. CME Holdings has requested and Lehman Brothers is providing a commitment for the funds necessary to finance the proposed post-closing tender offer, and Lehman Brothers will receive customary fees in connection therewith.

Lehman Brothers and certain of its affiliates hold memberships at both CME and CBOT, certain of which memberships require Lehman Brothers and certain of its affiliates to hold equity interests in each of CME Holdings and CBOT Holdings. Lehman Brothers and its affiliates hold (i) 16 memberships in CBOT, consisting of Class B trading rights and privileges (and in some cases CBOE exercise right privileges) and CBOT Holdings Class A common stock, representing less than 0.5% of the outstanding shares of the CBOT Holdings Class A common stock and (ii) 17 memberships in CME and the associated shares of CME Holdings Class B common stock and CME Holdings Class A common stock, representing less than 0.5% of the outstanding shares of CME Holdings Class A common stock. In addition, in the ordinary course of its business, Lehman Brothers actively trades in the securities of CME Holdings and CBOT Holdings for its own account and for the accounts of its customers and, accordingly, may at any time hold a long or short position in such securities.

As described above, Lehman Brothers’ opinion to CME Holdings’ board of directors was one of many factors taken into consideration by CME Holdings’ board of directors in making its determination to approve the merger. The foregoing summary does not purport to be a complete description of the analyses performed by Lehman Brothers in connection with its fairness opinion and is qualified in its entirety by reference to the written opinion of Lehman Brothers attached as Annex B to this document.

Opinion of William Blair, Financial Advisor to CME Holdings

William Blair acted as financial advisor to CME Holdings in connection with the merger. As part of its engagement, CME Holdings requested that William Blair render an opinion as to whether the merger consideration to be paid by CME Holdings was fair, from a financial point of view, to CME Holdings. On October 16, 2006, William Blair delivered its oral opinion to the board of directors of CME Holdings and subsequently confirmed in writing that, as of October 17, 2006 and based upon and subject to the assumptions and qualifications stated in its opinion, the merger consideration was fair, from a financial point of view, to CME Holdings. On May 10, 2007, William Blair delivered a second oral opinion to the board of directors of CME Holdings and subsequently confirmed in writing that, as of May 11, 2007 and based upon and subject to the assumptions and qualifications stated in its opinion, the merger consideration was fair, from a financial point of view, to CME Holdings.

The full text of William Blair’s written opinion, dated May 11, 2007, is attached as Annex C to this document and incorporated into this document by reference. We urge holders of CME Holdings shares to read the entire opinion carefully to learn about the assumptions made, procedures followed, matters considered and limits on the scope of the review undertaken by William Blair in rendering its opinion. William Blair’s opinion relates only to the fairness, from a financial point of view, to CME Holdings of the consideration to be paid by CME Holdings in the merger, does not address any other aspect of the proposed merger or any related transaction, and does not constitute a recommendation to any stockholder as to how that stockholder should vote with respect to the amended merger agreement or the merger. William Blair did not address the merits of the underlying decision by CME Holdings to engage in the merger. The following summary of William Blair’s opinion is qualified in its entirety by reference to the full text of the opinion.

William Blair provided the opinion described above for the information and assistance of the board of directors of CME Holdings in connection with its consideration of the merger. The terms of the amended merger agreement and the amount and form of the merger consideration, however, were determined through negotiations between CME Holdings and CBOT Holdings, and were unanimously approved by the board of directors of CME Holdings. William Blair provided financial advice to CME Holdings during such negotiations. However,

105

William Blair did not recommend any specific exchange ratio or other form of consideration to CME Holdings or that any specific exchange ratio or other form of consideration constituted the only appropriate consideration for the proposed merger.

In connection with its opinion, William Blair, among other things:

•

reviewed the merger agreement dated October 17, 2006 as amended as of December 20, 2006 and May 11, 2007;

•

reviewed certain audited historical financial statements of CME Holdings and CBOT Holdings for the three fiscal years ended December 31, 2006, as filed with the SEC;

•

reviewed certain unaudited financial statements of CME Holdings and CBOT Holdings for the three months ended March 31, 2007 as filed with the SEC;

•

reviewed certain internal business, operating and financial information and forecasts of CME Holdings for fiscal years 2007 through 2010 and CBOT Holdings for fiscal years 2007 through 2016 prepared by the senior management of CME Holdings, or the “Forecasts”;

•

reviewed information regarding the strategic, financial and operational benefits anticipated from the merger and the prospects of CME Holdings (with and without the merger) prepared by the senior management of CME Holdings;

•

reviewed information regarding the amount and timing of cost savings and related expenses and synergies which the senior management of CME Holdings expects will result from the merger, or the “Expected Synergies”;

•

reviewed the pro forma impact of the merger on the earnings per share of CME Holdings (before and after taking into consideration each of the following: the Expected Synergies, adjustments for third- party clearing activities, and an anticipated post-closing stock repurchase of $3.5 billion of CME Holdings Class A common stock at a fixed price of $560.00 per share) based on certain pro forma financial information prepared by the senior management of CME Holdings;

•

reviewed information regarding publicly available financial terms of certain other business combinations William Blair deemed relevant;

•

reviewed the financial position and operating results of CBOT Holdings compared with those of certain other publicly traded companies William Blair deemed relevant;

•

reviewed current and historical market prices and trading volumes of the common stock of CME Holdings and CBOT Holdings; and

•

performed such other financial analyses and considered such other information as William Blair deemed appropriate for the purposes of its opinion.

William Blair also held discussions with members of the senior management of CME Holdings and CBOT Holdings to discuss the foregoing, and took into account the accepted financial and investment banking procedures and considerations that it deemed relevant.

In rendering its opinion, William Blair assumed and relied, without independent verification, upon the accuracy and completeness of all the information examined by or otherwise reviewed or discussed with William Blair for purposes of its opinion, including without limitation the Forecasts provided by the senior management of CME Holdings. William Blair did not make or obtain an independent valuation or appraisal of the assets, liabilities or solvency of CME Holdings or CBOT Holdings. William Blair was advised by the senior management of CME Holdings that the Forecasts and Expected Synergies examined by William Blair were reasonably prepared on bases reflecting the best estimates then available and judgments of the senior management of CME Holdings. In that regard, William Blair assumed, with the consent of CME Holdings’ board

106

of directors, that (i) the Forecasts would be achieved in the amounts and at the times contemplated thereby, (ii) all pro forma adjustments related to third-party clearing activities have been reasonably prepared on bases reflecting the best currently available estimates and judgments of the senior management of CME Holdings, and (iii) all material assets and liabilities (contingent or otherwise) of CME Holdings and CBOT Holdings were as set forth in each company’s respective financial statements or other information made available to William Blair. William Blair expressed no opinion with respect to the Forecasts, Expected Synergies, pro forma adjustments, or the estimates and judgments on which they were based. William Blair was not provided with, nor did it otherwise review, any forecasts of CME Holdings for periods after 2010 or CBOT Holdings for periods after fiscal year 2016.

William Blair’s opinion did not address the relative merits of the merger as compared to any alternative business strategies that might exist for CME Holdings or the effect of other transactions in which CME Holdings might engage. William Blair’s opinion was based upon economic, market, financial and other conditions existing on, and other information disclosed to William Blair as of, May 10, 2007. Although subsequent developments may affect its opinion, William Blair does not have any obligation to update, revise or reaffirm its opinion. William Blair relied as to all legal, accounting and tax matters on advice of advisors to CME Holdings, and assumed that the executed merger agreement would substantially conform to, and the merger would be consummated on, the terms described in the merger agreement reviewed by it, without any amendment or waiver of any material terms or conditions.

William Blair did not express any opinion as to the price at which the common stock of CME Holdings will trade at any future time or as to the effect of the announcement of the merger on the trading price of the common stock of CME Holdings. William Blair noted that the trading price may be affected by a number of factors, including but not limited to:

•

dispositions of the common stock of CME Group by stockholders within a short period of time after the effective date of the merger;

•

changes in prevailing interest rates and other factors which generally influence the price of securities;

•

adverse changes in the capital markets from the date on which the opinion was delivered;

•

the occurrence of adverse changes in the financial condition, business, assets, results of operations or prospects of CME Holdings or CBOT Holdings or in their respective target markets;

•

any necessary actions by or restrictions of federal, state or other governmental agencies or regulatory authorities; and

•

timely completion of the merger on the terms and conditions that are acceptable to all parties at interest.

The following is a summary of the material financial analyses performed and material factors considered by William Blair to arrive at its opinion. William Blair performed certain procedures, including each of the financial analyses described below, and reviewed with CME Holdings’ board of directors the assumptions upon which such analyses were based, as well as other factors. Although the summary does not purport to describe all of the analyses performed or factors considered by William Blair in this regard, it does set forth those considered by William Blair to be material in arriving at its opinion.

Contribution Analysis. William Blair performed an analysis comparing the relative contributions of CME Holdings and CBOT Holdings to the combined pro forma company’s LTM and projected 2007 and 2008 revenue, EBITDA, earnings before interest and taxes, or “EBIT,” and net income. The LTM data for both CME Holdings and CBOT Holdings were based on publicly available information as of March 31, 2007. Fiscal year 2007 and 2008 projections for CME Holdings and CBOT Holdings were based on the Forecasts provided by CME Holdings. These relative contribution percentages for CBOT Holdings ranged from 30% to 38% and were

107

compared to the relative split of the post-transaction common stock shares of CBOT Holdings of 35%, assuming a 100% stock transaction. Such analysis was prepared without regard to synergies and purchase accounting adjustments.

Discounted Cash Flow Analysis. William Blair utilized the Forecasts and Expected Synergies to perform a discounted cash flow analysis of CBOT Holdings’ projected future cash flows for the period commencing on July 1, 2007 and ending December 31, 2016. Using discounted cash flow methodology, William Blair calculated the present values of the projected free cash flows for CBOT Holdings. In this analysis, William Blair assumed that CBOT Holdings’ free cash flows would grow in perpetuity beyond 2016 at an annual growth rate ranging from 3.0% to 5.0% reflecting historical and forecasted growth rates for US economic activity. William Blair further assumed an annual discount rate ranging from 10.50% to 12.50%. William Blair determined the appropriate discount range based upon an analysis of the weighted average cost of capital of CBOT Holdings. William Blair aggregated (1) the present value of the free cash flows over the applicable forecast period with (2) the present value of the range of terminal values. The aggregate present value of these items represented the enterprise value range. An equity value was determined by adding back the estimated amount of net cash at July 1, 2007 based on the Forecasts and the estimated value of CBOT Holdings’ building as provided to William Blair by CME Holdings’ management. The implied range of equity values for CBOT Holdings implied by the discounted cash flow analysis ranged from approximately $7.9 billion to $13.4 billion, as compared to the implied equity value for CBOT Holdings of approximately $9.2 billion based on the exchange ratio.

Earnings Accretion/Dilution Analysis. William Blair analyzed certain pro forma effects resulting from the merger, including the potential impact of the merger on projected 2008 and 2009 GAAP and cash earnings per share of CME Group following the merger. All analyses assumed a June 30, 2007 closing. William Blair utilized CBOT Holdings’ and CME Holdings’ earnings for 2008 and 2009 according to the Forecasts provided by CME Holdings. William Blair’s analysis included assumptions regarding, among other matters, various structural considerations, the estimated allocation of purchase price to amortizable intangible assets, pro forma adjustments for third-party clearing activities, the possible $3.5 billion stock buyback at a fixed price of $560.00 per share after the closing of the merger, and Expected Synergies based on discussions with CME Holdings’ management. The analysis indicated that GAAP and cash earnings per share would be dilutive in 2008 and 2009 assuming no synergies and no stock buyback. Furthermore, the analysis indicated that GAAP and cash earnings per share would be accretive in 2008 and 2009 assuming synergies and a stock buyback.

Selected Public Company Analysis. William Blair reviewed and compared certain financial information relating to CBOT Holdings to corresponding financial information, ratios and public market multiples for publicly traded companies with market capitalizations in excess of $1 billion, with operations in the exchange industry and with similar business characteristics. The companies selected by William Blair were:

•

CME Holdings;

•

Deutsche Börse A.G.;

•

Hong Kong Exchanges & Clearing;

•

IntercontinentalExchange;

•

International Securities Exchange;

•

London Stock Exchange;

•

The Nasdaq Stock Market, Inc.;

•

NYSE Euronext, Inc.; and

•

TSX Group.

108

Among the information William Blair considered were EBITDA, EBIT, and EPS. William Blair considered the enterprise value as a multiple of EBITDA and EBIT for each company for the last twelve months for which results were publicly available and for the respective calendar year EBITDA and EBIT estimates for 2007 and 2008, and the share price as a multiple of EPS for each company for the LTM and for the respective calendar year EPS estimates for 2007 and 2008. The operating results and the corresponding derived multiples for CBOT Holdings and each of the selected companies were based on each company’s most recent available publicly disclosed financial information, closing share prices as of May 10, 2007 and consensus Wall Street analysts’ EPS estimates for calendar years 2007 and 2008 where appropriate. William Blair noted that it did not have access to internal forecasts for any of the selected public companies, except CME Holdings. The implied enterprise value of the transaction is based on the equity value implied by the purchase price plus the total debt, less any excess cash and cash equivalents assumed to be included in the merger.

William Blair then compared the implied transaction multiples for CBOT Holdings to the range of trading multiples for the selected companies. Information regarding the range of multiples from William Blair’s analysis of selected publicly traded companies is set forth in the following table:


	Selected Public Company Valuation Multiples			Range for CBOT Holdings at 0.3500 Exchange Ratio
	Min	Median	Max	Range for CBOT Holdings at 0.3500 Exchange Ratio
Enterprise Value/LTM EBITDA	11.7x	18.8x	34.9x	20.5x-23.8x
Enterprise Value/2007E EBITDA	10.2x	18.4x	25.5x	16.5x-18.9x
Enterprise Value/2008E EBITDA	9.4x	13.0x	22.3x	14.2x-16.2x

Enterprise Value/LTM EBIT	12.5x	21.3x	37.3x	23.4x-27.8x
Enterprise Value/2007E EBIT	11.6x