EXHIBIT 3.2
CERTIFICATE OF AMENDMENT
TO THE
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.
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Pursuant to Section 242 of the General
Corporation Law of the State of Delaware
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CHICAGO MERCANTILE EXCHANGE HOLDINGS INC., a corporation
duly organized and existing under the General Corporation Law of the State of
Delaware (the "Corporation"), does hereby certify that:
FIRST: Article Five of the Amended and Restated Certificate
of Incorporation of the Corporation is hereby amended to read in its entirety
as follows:
"(A) The board of directors of the corporation shall consist
of 20 members, including 14 Equity Directors, three Class B-1
Directors, two Class B-2 Directors and one Class B-3 Director. The
board of directors of the corporation shall be divided into two
classes, designated Class I and Class II. The Class I directors shall
consist of seven Equity Directors, two Class B-1 Directors and one
Class B-2 Director (the "Class I Directors"). The Class I Directors
shall initially be those directors elected at the Annual Meeting of
Shareholders of the corporation held in April 2002. The terms of the
initial Class I Directors shall expire at the Annual Meeting of
Shareholders of the corporation to be held in April 2004. The terms
of the remaining seven Equity Directors, one Class B-1 Director, one
Class B-2 Director and one Class B-3 Director shall expire at the
Annual Meeting of Shareholders of the corporation to be held in April
2003 (the "2003 Annual Meeting").
(B) At the 2003 Annual Meeting, when the terms of the
non-Class I Directors expire, the Class II Directors shall be elected
as follows: seven Equity Directors, one Class B-1 Director, one Class
B-2 Director and one Class B-3 Director (the "Class II Directors").
The terms of the initial Class II Directors shall expire at the
Annual Meeting of Shareholders of the corporation to be held in April
2005.
(C) At each succeeding annual meeting of shareholders,
beginning in 2004, successors to the class of directors whose terms
expire at that annual meeting shall be elected for a two-year term,
and until their successors are duly elected and qualified and have
accepted office, subject to death, resignation or removal from
office. Any vacancy occurring in a directorship may be filled by the
board of directors and any director filling such a vacancy shall have
the same remaining term as that of his or her predecessor; PROVIDED,
HOWEVER, that any vacancy occurring with respect to a Class B-1
Director, a Class B-2 Director or a Class B-3 Director shall be
filled from the candidates who lost for such position from the most
recent election, with the candidates being selected to fill such
vacancy in the order of the aggregate number of votes received in
such previous election.
(D) No person shall be eligible for election as a Class B-1
Director, a Class B-2 Director or a Class B-3 Director unless he or
she shall own, or be recognized as the owner for the purposes of the
Exchange of, at least one share of the class of Class B Common Stock
entitled to elect such director.
(E) Any director may be removed from office at any time, but
only for cause and only by the affirmative vote of the holders of at
least two-thirds of the voting power of the shares entitled to elect
such person as a director."
SECOND: The foregoing amendment to the Amended and Restated
Certificate of Incorporation of the Corporation was duly adopted in accordance
with the provisions of Section 242 of the General Corporation Law of the State
of Delaware.
IN WITNESS WHEREOF, the undersigned has caused this
Certificate of Amendment to be duly executed in its corporate name this 19th
day of April, 2002.
CHICAGO MERCANTILE EXCHANGE
HOLDINGS INC.
By: /s/ Craig S. Donohue
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Name: Craig S. Donohue
Title: Managing Director and
Chief Administrative Officer