AMENDMENT NO. 2

TO

AGREEMENT AND PLAN OF MERGER

This AMENDMENT NO. 2, dated as of May 11, 2007 (this Amendment), to the Agreement and Plan of Merger, dated as of October 17, 2006 and amended as of December 20, 2006 (the Agreement), is by and among Chicago Mercantile Exchange Holdings Inc., a Delaware corporation (CME Holdings), CBOT Holdings, Inc., a Delaware corporation (CBOT Holdings), and Board of Trade of the City of Chicago, Inc., a Delaware non-stock corporation and subsidiary of CBOT Holdings (CBOT).

RECITALS

WHEREAS, CME Holdings, CBOT Holdings and CBOT desire to amend and supplement certain terms of the Agreement as described in this Amendment;

WHEREAS, the Boards of Directors of CME Holdings, CBOT Holdings and CBOT have each determined that the Amendment is consistent with, and will further, their respective business strategies and goals, and have deemed it advisable and in the best interests of their respective companies, stockholders and members that CME Holdings and CBOT Holdings engage in a business combination; and

WHEREAS, all capitalized terms not defined in this Amendment shall have the meaning ascribed to such terms in the Agreement.

NOW, THEREFORE, in consideration of the premises, and of the representations, warranties, covenants and agreements contained herein, the Parties agree as follows:

1. Amendment to Section 1.1. Section 1.1 of the Agreement is hereby amended as follows:

a. Each of the following definitions is deleted in its entirety: Actual Cash Amount, Available Cash Amount, Average CME Holdings Stock Price, Cash Fraction, Cash Share, Determination Date, Election Date, Election Form, Mailing Date, No Election Shares, Per Share Cash Consideration and Stock Consideration.

b. The following definitions are added immediately after the definition of NYSE:

Offer Price has the meaning set forth in Section 6.18.

Offer Shares has the meaning set forth in Section 6.18.

2. Amendment to Section 1.7(a). The first sentence of Section 1.7(a) of the Agreement is hereby amended and restated as follows:

At the Effective Time, as reflected in the Certificate of Incorporation and By-Laws, the number of directors of the Surviving Entity shall be thirty (30), consisting of twenty (20) directors of CME Holdings as of immediately prior to the Effective Time (the CME Holdings Directors) and ten (10) directors of CBOT Holdings as of immediately prior to the Effective Time (the CBOT Holdings Directors).

The fourth sentence of Section 1.7(a) of the Agreement is hereby amended and restated as follows:

The CBOT Holdings Directors shall be allocated among the different classes of directors of the Surviving Entity as may be mutually agreed by CBOT Holdings and CME Holdings so that each class of directors has ten (10) directors.

3. Amendment to Section 1.9(a). Section 1.9(a) of the Agreement is hereby amended and restated in its entirety as follows:

At the Effective Time, subject to the other provisions of Article I and Article II, each share of CBOT Holdings Class A Common Stock issued and outstanding immediately prior to the Effective Time (other than shares of CBOT Holdings Class A Common Stock owned by CME Holdings or CBOT Holdings or any of their respective wholly-owned subsidiaries), together with the CBOT Holdings Rights attached thereto or associated therewith, shall, by virtue of this Agreement and without any action on the part of the holder thereof, be converted into the right to receive 0.3500 shares (the Exchange Ratio) of CME Holdings Class A Common Stock, together with the CME Holdings Rights attached thereto or associated therewith and subject to adjustment in accordance with Section 1.9(c) (the Merger Consideration).

4. Amendment to Section 1.9(b). Section 1.9(b) of the Agreement is hereby amended and restated in its entirety as follows:

From and after the Effective Time, all of the shares of CBOT Holdings Class A Common Stock, and associated CBOT Holdings Rights, converted into the Merger Consideration pursuant to this Article I shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate (each a Certificate) previously representing any such shares of CBOT Holdings Class A Common Stock shall thereafter cease to have any rights with respect to such securities, except the right to receive (i) the Merger Consideration, (ii) any dividends and other distributions in accordance with Section 2.1(f) and (iii) any dividends or other distributions on the CBOT Holdings Class A Common Stock permitted by Section 5.1(b)(i) and which remain unpaid at the Effective Time.

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