Bourse de Montréal Inc. - s. 15.1 of NI 21-101

Exemption pursuant to section 15.1 of National Instrument 21-101 Marketplace Operation to provide relief from the obligation to file an independent report on its systems pursuant to section 12.1(b) for the year 2002 on the basis that the independent report filed in 2003 will fulfil the requirement for both 2002 and 2003.

IN THE MATTER OF

NATIONAL INSTRUMENT 21-101

MARKETPLACE OPERATION

AND

IN THE MATTER OF

BOURSE DE MONTRÉAL INC.

ORDER

(Section 15.1 of National Instrument 21-101 Marketplace Operation)

WHEREAS the Bourse de Montréal Inc. (the "Filer") has filed an application with the Ontario Securities Commission (the "Commission") according to Part 15 of National Instrument 21-101Marketplace Operation (NI 21-101) for a decision granting an exemption from the obligation prescribed in Part 12.1 (b) of NI 21-101 for the year 2002.

AND WHEREAS unless otherwise defined, the terms herein have the meaning set out in National Instrument 14-101 Definitions;

AND WHEREAS the Filer has represented to the Commission that:

1. The Filer is recognized as a self-regulatory organization in Québec following decision number 2002-C-0470 of the Commission des valeurs mobilières du Québec (the "CVMQ") rendered on December 17, 2002;

2. The Filer was granted an Order from the Commission on January 31, 2003 exempting it from the requirement to be recognized as a stock exchange and registered as a commodity futures exchange in Ontario;

3. The Filer is subject to NI 21-101 which has been effective since December 1, 2001. According to Part 12 of NI 21-101, the Filer must for each of its systems that supports order entry, order routing, execution, trade reporting and trade comparison, at least annually proceed to make estimates and tests on its systems as described in NI 21-101. Also annually, the Filer must cause to be performed an independent review and prepare a report in accordance with established audit procedures and standards of its controls for ensuring that it is in compliance with the requirements described in NI 21-101 and conduct a review by senior management of the report containing the recommendations and conclusions of the independent review. The Filer must also promptly notify the securities regulatory authority of any material systems failures.

4. During the year 2002, the Filer launched a disaster recovery plan which will result in the installation of a highly sophisticated structure in case of disaster in Montréal. The plan should be completed in 2003.

5. The Filer also initiated a power supply project in 2002 to set up an improved system of uninterrupted power source, computer cooling units and fire security system for the Filer's systems. The project was completed in March 2003.

6. The Boston Options Exchange Project (BOX), a partnership with the Boston Stock Exchange among others is an example of a project which necessitates changes to the systems.

7. Due to the many changes in technology of the Filer, the Filer was not in a position to complete an independent review and report of its controls according to Part 12.1 (b) of NI 21-101. Consequently, the Filer applies to the Commission for an exemption from the obligation to file an independent report for the year 2002 in accordance with Part 15 of NI 21-101.

8. The Filer executes on a regular and frequent basis, tests on its systems to make current and future capacity estimates. Also, regular adjustments are made to the Filer's systems to ensure fast and secure access and to respond to a growing number of orders from approved participants. Internal procedures are in place to review and keep current the development and testing methodology of its systems. The systems are under constant surveillance to detect any internal or external threat and reasonable contingency and business continuity plans are in place. Therefore, measures are in place to ensure the capacity, speed, integrity and security of the Filer's systems.

9. In any event, the Filer undertakes to file with the CVMQ and the Commission a complete and independent report as required in Part 12 of NI 21-101 which will have been previously submitted to its senior management for review. The said report will be filed at the latest on December 31, 2003.

10. It is also to be noted that the Filer has always promptly notified the CVMQ, its lead regulator, of any material systems failures and will continue to do so. Fortunately, since automation was completed, very few systems failures occurred and the failures were short.

AND WHEREAS the Commission is satisfied that to do so would not be prejudicial to the public interest;

IT IS ORDERED, under Part 15 of NI 21-101, that the Filer is exempt from the obligation prescribed in Part 12.1 (b) of NI 21-101 for the year 2002 on the basis that the independent report filed in 2003 will fulfil the requirement for both 2002 and 2003 provided that:

(a) the Filer will cause to be performed an independent review and prepare a report, in accordance with established audit procedures and standards, of its controls for ensuring that it is in compliance with Part 12.1 (a) of NI 21-101 and conduct a review by senior management of the report containing the recommendations and conclusions of the independent review, at the latest on December 1, 2003;

(b) the Filer will file with the CVMQ and the Commission the said review and report at the latest on December 31, 2003.

April 29, 2003.

"Randee B. Pavalow"