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2009 Annual Meeting of Stockholders

Thursday, May 14, 2009
3:30 p.m.
Bank of America Building - 135 S. LaSalle Street
(corner of Adams & LaSalle) 43rd floor
Chicago, IL 60606

________________________________________

To the Shareholders of CHX Holdings, Inc.:

CHX Holdings, Inc. (“Holdings” or the “Company”) will conduct its annual meeting of Holdings shareholders (the “Annual Meeting”) on Thursday, May 14, 2009, at 3:30 p.m. local time, at Bank of America Building - 135 S. LaSalle Street, (corner of Adams & LaSalle) 43rd floor, Chicago, IL 60606.

The purpose of the Annual Meeting is to consider and take action on the following matters:

1. Election of Directors. The Nominating and Governance Committee has nominated Matthew K. Fallon, David L. Grove, Matthew Lavicka, and Shea Z. Wallon to serve on the Holdings Board for a three-year term to expire in 2012. Additional information about these nominees is included in Exhibit A.

2. Financial Report. Holdings management will review the 2008 operating results of Holdings’ wholly-owned subsidiary, Chicago Stock Exchange, Inc. (“CHX”).

3. Any other business as may properly be brought before the Annual Meeting and any adjournments and postponements thereof.

Who is entitled to vote at the Annual Meeting?
The record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting is April 28, 2009 (at the close of business). This notice and the accompanying proxy are being mailed on or about April 30, 2009 to all shareholders as of the record date. Each share of common stock outstanding on that date is entitled to one vote on each matter presented at the Annual Meeting. Additionally, each outstanding share of Preferred Stock is entitled to 100 votes on each matter presented at the Annual Meeting (i.e., the number of shares of common stock into which each share of Preferred Stock is presently convertible). At the Annual Meeting, the holders of Preferred Stock vote together with the holders of common stock, as a single class.

What is the quorum requirement for the Annual Meeting?
A majority of the 701,738 shares outstanding on April 28, 2009 constitutes a quorum for voting at the meeting. If you vote either in person or by proxy, your shares will be part of the quorum.

How do I vote my shares?
You may vote in person or by proxy. If you choose to vote in person, you may do so by attending the Annual Meeting and submitting your ballot(s) at the time the vote is taken. If you choose to vote by proxy, you should follow these instructions:

» MARK, SIGN and DATE the proxy form. Also, PRINT your name in the space provided. MARK the ballot clearly if you wish to vote on a proposal.

» Return the proxy form and ballot in the enclosed envelope addressed to Mr. James Ongena, Vice President, Associate General Counsel & Secretary, CHX Holdings, Inc., 440 S. LaSalle Street, Suite 520, Chicago, Illinois 60605. Mr. Ongena will hold and safe keep the proxy forms and ballots until the date of the vote.

» You may revoke your proxy at any time prior to its use by delivering to Mr. Ongena, at the address above, a signed notice of revocation, or a later-dated proxy, or by attending the Annual Meeting and voting in person. Simply attending the Annual Meeting will not by itself revoke your proxy; you must also vote.

» Your proxy form and ballot must be received by the time the vote is taken at the Annual Meeting or your proxy vote will not be counted.

What happens if I submit a proxy without indicating how to vote?
If you return a signed proxy card without indicating how you want to vote your shares, the shares represented by the accompanying proxy will be voted as recommended by the Nominating and Governance Committee “FOR” all of the nominees for director identified on Exhibit A attached to this notice. If any other matters properly come before the Annual Meeting, the person named in the accompanying proxy will vote the shares represented by such proxy on such matters in accordance with his or her best judgment.

How does the Nominating and Governance Committee recommend that I vote?
The Nominating and Governance Committee recommends that shareholders vote to elect the director nominees identified on Exhibit A.

What are my choices in voting for the election of directors?
Four positions on the Company’s Board of Directors are open for election in 2009 and the Nominating and Governance Committee has nominated persons to fill each of the available positions, as required by the Company’s Bylaws. If a quorum is present at the Annual Meeting and the four nominees identified by the Nominating and Governance Committee receive a plurality of the votes cast at the Annual Meeting, they will be elected and will serve on the Board. If you desire to vote for the slate proposed and supported by the Nominating and Governance Committee, you should attend the Annual Meeting in person or by proxy and mark your ballot in favor of the director nominees identified on Exhibit A.

Will my vote be kept confidential?
Individual votes generally will not be shared with or made available to other Company shareholders, except as may be required to allow the Board of Directors to exercise its fiduciary duties and oversight of the Company and to the extent disclosure is required by law.

What vote is required to approve each of the matters being voted upon at the Annual Meeting?
The affirmative vote of the holders of a plurality of the shares of common stock represented in person or by proxy (including shares of Preferred Stock voting with the common shares on an as-converted basis) is required to elect directors. A plurality occurs if a nominee receives more votes than any candidate seeking election to the same seat, even if less than a majority of all votes. The enclosed proxy cannot be voted for more than four nominees.

Questions regarding this notice and accompanying proxy card may be directed to Mr. James Ongena, Vice President, Associate General Counsel & Secretary of CHX Holdings, at 312/663-2937.

James G. Ongena
Secretary

EXHIBIT A
NOMINEES FOR DIRECTORS OF CHX HOLDINGS, INC.
FOR TERMS TO EXPIRE IN 2012 (CLASS 2)

Matthew K. Fallon is an Executive Director for J.P. Morgan Securities Inc., responsible for managing the overall regulatory supervision program for the Cash Equities business (which includes the international, electronic connectivity, direct market access and block trading units) and liaising with regulators, internal technology groups and internal compliance. He has been integrally involved in JPMorgan’s preparation for various industry- wide initiatives, including Regulation SHO, Regulation NMS and other market structure changes. Matt chairs JPMorgan's Equities Best Execution Committee and is a member of the SIFMA Equity Markets and Trading Committee. In addition, Matt is involved in JPMorgan's overall best execution and liquidity strategies including internal prioritization and outside investments. Prior to joining JPMorgan in 2001, Matt worked for Chase H&Q and the National Securities Clearing Corporation in various compliance and risk management functions. He is a graduate of Regis High School, received his B.A. in History from the College of the Holy Cross, and holds numerous licenses from the National Association of Securities Dealers including the 4, 7, 24, 9, 10, 55 and 63.

David L. Grove is a Senior Vice President of E*TRADE Capital Markets, LLC, where he has been employed since 2000. Prior to this position, Mr. Grove was the CFO of Dempsey & Co. from January 2000 through December 2002. Before joining Dempsey, Mr. Grove was owner and president of David Grove & Associates, a local CPA firm specializing in the broker dealer industry, providing audit, accounting, focus filings and consulting services, from 1990-2000. He graduated from the University of Iowa with a Bachelor’s degree in Accounting. Mr. Grove has been a member of the Boards of Directors of CHX and CHX Holdings since April, 2004 and February 2005, respectively. He currently serves on the CHX and CHX Holdings Audit, Executive, Finance and Nominating & Governance Committees, as well as on the CHX Regulatory Oversight Committee.

Matthew Lavicka is a Managing Director in the Equities Division at Goldman, Sachs & Co. where he is responsible for US Shares Electronic Trading Strategies and Market Structure. Mr. Lavicka has over 19 years experience in the industry in both trading and technology roles. He has been an active contributor to numerous industry initiatives and committees, dating back to the creation of the original Financial Information eXchange (“FIX”) Committee in 1994. Prior to joining Goldman Sachs in 1997, Mr. Lavicka was Head of Equity Technology for CS First Boston. He also was a partner in Technology Partners (a quantitative trading hedge fund) and he began his career at Morgan Stanley where he was Manager of Systems Programming. Mr. Lavicka received a B.S. in Economics from The Wharton School, and a B.S. in Engineering from The Moore School of the University of Pennsylvania in 1985.

Shea Z. Wallon is a Managing Director of Banc of America’s Strategic Investments Group, the direct investment arm of Banc of America Strategic Capital. In this role, his team is responsible for the identification, creation and management of investments deemed strategic to Bank of America’s core business lines. Mr. Wallon serves or has served as a member or an
advisor to the boards of companies including Electronic Liquidity Exchange, LiquidityHub, OTC Derivnet and The Clearing Corporation. Mr. Wallon joined Bank of America in September of 2007 from GE Capital, where he served as a Senior Vice President of Media, Communications and Entertainment and, prior to that, Vice President in Structured Finance. Mr. Wallon has been a member of the CHX and CHX Holdings Board of Directors since he was appointed in October 2008. He currently serves on the CHX and CHX Holdings Compensation and Finance Committees, as well as on the CHX Holdings Executive and Nominating & Governance Committees.