Treasury Index Agreement dated March 29, 2004



 Exhibit 10.9 
  
 Confidential Treatment Requested by CBOT Holdings, Inc. 
  
 FINAL 
  
 TREASURY INDEX AGREEMENT 
  
 This Index Agreement, dated as of March 29, 2004 (the “Effective Date”), is made by and between Dow Jones & Company, Inc. (“Dow
Jones”), having an office at 200 Liberty Street, New York, New York 10281, and the Board of Trade of the City of Chicago, Inc. (the “CBOT”), having an office at 141 West Jackson Boulevard, Chicago, Illinois 60604. 
  
 WHEREAS, CBOT is a leading derivatives exchange and has developed an index
utilizing the prices of government debt futures contracts (the “Index Methodology”), which can be used to create one or more government debt indexes; 
  

WHEREAS, CBOT intends to offer trading in standardized exchange-traded futures and futures options contracts (“Contracts”) based on an index
employing the Index Methodology and prices of certain U.S. Treasury futures contracts offered for trading on the CBOT (the “Treasury Index”), and other Contracts based on the Index Methodology utilizing the prices of other government debt
futures contracts; 
  
 WHEREAS, Dow Jones has substantial
experience and expertise in the calculation and distribution of indexes; 
  
 WHEREAS, CBOT has proposed that Dow Jones calculate and distribute the Treasury Index and perform other related services in exchange for a service fee; 
  
 WHEREAS, CBOT intends to grant Dow Jones a sole and exclusive license to
sublicense the Treasury Index to certain third parties in return for a license fee; 
  
 WHEREAS, the parties have agreed to call the Treasury Index the “Dow Jones CBOT Treasury Index” and shall grant licenses of their respective service marks to each other for that purpose. 
  
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 Confidential Treatment Requested by CBOT Holdings, Inc. 
  

 NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements contained
herein, it is agreed as follows: 
  
 1. Services. CBOT retains Dow Jones
to perform the following services (the “Services”): 
  
 (a) Dow Jones
shall calculate the Treasury Index in accordance with the Index Methodology (attached as Exhibit 1), which may not be modified without the prior written consent of the CBOT and Dow Jones, as of April 1, 2004. 
  
 (b) As of April 1, 2004, Dow Jones or its agent shall, or Dow Jones shall arrange for a third
party vendor to, calculate, and provide to the CBOT via an electronic feed, the value of the Index at least once every fifteen (15) seconds on each day that the Components (as defined below) are available for trading on or through the facilities of
the CBOT, in accordance with procedures established by the CBOT, which procedures may be modified by the CBOT. 
  
 (c) Dow Jones shall promptly correct, or instruct its agent to correct, any mathematical errors made in Dow Jones’ computation of the Treasury Index of which Dow Jones becomes aware in accordance with Dow
Jones’ then current data correction policy. 
  
 (d) Dow Jones shall respond
in a timely fashion to any reasonable request by the CBOT for information regarding the Treasury Index. 
  
 (e) Dow Jones shall use reasonable efforts to safeguard the confidentiality of all impending changes in the Components or Index Methodology until the disclosure of such changes is authorized by the CBOT, and shall
require the same of any agent with whom it has contracted for computation of the Treasury Index. 
  

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 2. Contracts. 
  
 (a) Dow Jones is not, and shall not be, obligated to engage in any way or to any extent in any marketing or promotional activities in connection with the Contracts or in
making any representation or statement to investors or prospective investors in connection with the marketing or promotion of the Contracts by the CBOT. 
  
 (b) The CBOT shall use the statement contained in Exhibit 2 hereto in each contract market designation application and in the terms and conditions of any Contracts (and
upon request shall furnish copies thereof to Dow Jones), and the CBOT expressly agrees to be bound by the terms of the statement contained in Exhibit 2 hereto (which terms are expressly incorporated herein by reference and made a part hereof). Any
changes in the statement contained in Exhibit 2 hereto must be approved in advance in writing by an authorized officer of Dow Jones. 
  
 3. Treasury Index and Component Data. To enable Dow Jones to perform the Services, CBOT shall provide Dow Jones with real time price information of the
futures contracts underlying the Treasury Index (the “Components”) via a Reuters’ data feed (or via Dow Jones’ other then-current data supplier) subject to Dow Jones’ subscriber agreement with Reuters (or such other data
supplier) and the History (as defined below). CBOT shall provide Reuters (or such other data supplier) all fee waivers within its reasonable control for Dow Jones to receive all data reasonably necessary for Dow Jones to perform the Services. Any
failure of Dow Jones to fulfill any of its obligations under this Agreement due to CBOT’s failure to timely provide accurate information shall not constitute a breach of this Agreement by Dow Jones. CBOT grants to Dow Jones (a) a sole and
exclusive during the Term, worldwide, non-transferable, license to (i) use the real-time information related to the Components provided by CBOT to Dow Jones under this Section 3 solely in connection with calculating the real-time values of the
Treasury Index in accordance with Section 
  

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 1(b) hereof (except that CBOT may calculate the values of the Treasury Index on an emergency back-up basis if Dow
Jones is not able to do so) and (ii) redistribute any end-of-day information with respect to the Components, History and values of the Treasury Index to Third-Party Licensees (as defined in Section 5(a)); (b) a non-exclusive, worldwide,
non-transferable, perpetual, royalty-free license to publish and redistribute the list of Components as existed during the Term, end-of-day information related to the Components as existed during the Term, History and the daily high, low and closing
values of the Treasury Index that are calculated during the Term (including, without limitation, historical index levels) in Dow Jones’ products and services; and (c) a sole, but not exclusive, worldwide non-transferable license to distribute
the real-time values of the Treasury Index. The History shall mean daily high, low and closing prices of the Components from November 30, 1999, through March 31, 2004. 
  
 4. Proprietary Rights. 
  
 (a) Dow Jones disclaims any and all rights in the Treasury Index, the Index Methodology or any of the Intellectual Property related thereto,
including U.S. Patent Application No. 10/435,760 titled, “Capital Market Index and Futures Contract”, except for the licenses granted in Sections 3, 5 and 9(b) hereof and as may otherwise be provided under applicable law. 
  
 (b) Dow Jones expressly acknowledges and agrees that (1) CBOT has the exclusive property
rights in and to Market Data (as defined below); and (2) CBOT’s trademarks, service marks and trade names, including but not limited to Chicago Board of Trade, Board of Trade, CBOT, e-cbot and the CBOT Treasury Index (collectively, the
“CBOT Marks’) are valuable assets of CBOT. Market Data shall mean bids, asks and market prices, opening and closing range prices, high-low prices, settlement prices, estimated and actual contract volume and other information regarding the
Components, Contracts based on the Treasury Index and traded on the CBOT, and the values of the Treasury Index. 
  

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 (c) Each party shall treat as confidential and shall not disclose or transmit to any third party (1) any
documentation or other materials that are marked as “Confidential” by the providing party and (2) the terms of this Agreement (collectively, “Confidential Information”). Confidential Information as described in clause (1) of the
preceding sentence shall not include (A) any information that is available to the public or to the receiving party hereunder from sources other than the providing party (provided that such source is not subject to a confidentiality agreement with
regard to such information) or (B) any information that is independently developed by the receiving party without use or reference to information from the providing party. 
  
 (d) Notwithstanding the foregoing, either party may reveal Confidential Information to any regulatory agency or court of competent
jurisdiction if such information to be disclosed is (1) approved in writing by the providing party for disclosure or (2) required by law, regulatory agency or court order to be disclosed by the receiving party, provided, if permitted by law, that
prior written notice of such required disclosure is given to the providing party and provided further that the receiving party shall cooperate with the providing party to limit the extent of such disclosure. The provisions of Sections (c) and (d)
shall survive termination or expiration of this Agreement for a period of five (5) years from disclosure by either party to the other of the last item of such Confidential Information. 
  
 5. License. 
  
 (a) The CBOT grants Dow Jones a sole and exclusive, worldwide, non-transferable license for the term of this Agreement (1) to use the
Treasury Index and Index Methodology solely in the performance of the Services and (2) to grant sublicenses to third parties (“Third-Party 
  

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 Licensees”) other than derivatives exchanges to use the Treasury Index and Composite Mark (as defined in Section
8) during the term of this Agreement in connection with the issuance, management, marketing, promotion, sale and trading of financial products (other than standardized exchange-traded futures or exchange-traded futures options contracts), including,
without limitation, over the counter financial products and exchange-traded funds (the “Products”). 
  
 (b) Dow Jones shall require Third-Party Licensees to enter into Dow Jones standard license agreement (including, without limitation, limitations of liability and indemnification provisions) inuring to the benefit of
CBOT. Dow Jones shall further require the Third-Party Licensees to use the statement contained in Exhibit 3 hereto in each application for regulatory approval and in the terms and conditions of any Products (and upon request shall furnish copies
thereof to the CBOT), and Dow Jones and CBOT expressly agree to be bound by the terms of the statement contained in Exhibit 3 hereto (which terms are expressly incorporated herein by reference and made a part hereof). Any changes in the statement
contained in Exhibit 3 hereto must be approved in advance in writing by an authorized officer of the CBOT. 
  
 (c) The CBOT retains the right to distribute the values of the Treasury Index and to grant licenses to persons other than Dow Jones to distribute the values of the Treasury Index. 
  
 6. Service Fees. 
  
 (a) In consideration of the Services provided by Dow Jones, CBOT shall pay Dow Jones (i) a
one-time software set up fee of [**], which shall be payable upon the Effective Date, and (ii) a quarterly fee equal to [**] in such quarter (the “Quarterly Service Fee”). The Quarterly Service Fee shall be payable within thirty (30) days
of the end of each calendar quarter. 
  
 (b) Dow Jones shall have the right to
audit on a confidential basis the relevant books and records of the CBOT to confirm the accuracy of any one or more calculations of Quarterly Service 
  

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 Fees. Dow Jones shall bear its own costs of any such audit unless it is determined that CBOT has underpaid by [**] or
more with respect to the payments being audited, in which case Dow Jones’ costs of such audit shall be paid CBOT. 
  
 7. License Fee. 
  
 (a) In consideration of the license granted in Section 5(a), Dow Jones agrees to pay to CBOT a quarterly fee equal to [**] (i.e., not including the Quarterly Service Fee)
for use with Products (the “Treasury Index License Fee”). The Treasury Index License Fee shall be payable within thirty (30) days of the end of each calendar quarter. For the avoidance of doubt, neither party shall pay the other any
revenues related to distribution of data related to the Treasury Index. 
  
 (b)
[**], and notwithstanding any other provision of this Agreement, [**]. For the avoidance of doubt, the foregoing sentence means that [**]. 
  
 (c) CBOT shall have the right to audit on a confidential basis the relevant books and records of Dow Jones to confirm the accuracy of any one or more calculations of
License Fees. CBOT shall bear its own costs of any such audit unless it is determined that Dow Jones has underpaid by 5% or more with respect to the payments being audited, in which case CBOT’s costs of such audit shall be paid by Dow Jones.

  
 8. Name of the Index. The parties agree to refer to, and to require
sublicensees to refer to the Treasury Index as the “Dow Jones CBOT Treasury Index” (the “Composite Mark”). 
  
 9. Service Mark Cross License. 
  
 (a) Dow Jones grants CBOT a non-exclusive, non-transferable license to use the service mark “Dow Jones” (the “Dow Jones Marks”) during the term
of this Agreement only as a component of the Composite Mark in connection with the marketing and promotion of the Treasury Index, the distribution of the values thereof, and the Contracts. 
  

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 (b) CBOT grants Dow Jones a non-exclusive, non-transferable license (1) to use the service mark “CBOT”
during the term of this Agreement only as a component of the Composite Mark in connection with the sublicensing, marketing and promotion of the Treasury Index and the distribution of the data and information related thereto, and (2) to grant
sublicenses to Third-Party Licensees of the Treasury Index to use the CBOT Marks and the Composite Mark in connection with the issuance, management, marketing, promotion, sale and trading of Products.  
  
 10. Trademark Filings, Recognition of Intellectual
Property Rights; Protection of Intellectual Property, Quality Control  
  
 (a) The parties agree that neither party shall own the Composite Mark, neither party shall register or apply for registration of such Composite Mark without the other party’s prior written consent. After
termination or expiration of this Agreement, each party shall discontinue use of the Composite Mark, shall disclaim any ownership rights in the other party’s own trademark forming a part of such mark, and shall assign to the other party any
rights in such party’s own trademark forming a part of such mark and the goodwill associated therewith that it might have acquired during the term of this Agreement. 
  
 (b) During the term of this Agreement, each party shall apply for such trademark and trade name registrations for its Marks only in such
jurisdictions, if any, where such party, in its sole discretion, considers such filings appropriate. The parties shall reasonably cooperate with each other in the maintenance of such rights and registrations and shall do such acts and execute such
instruments as are reasonably necessary or appropriate for such purpose. 
  
 (c)
CBOT agrees that the Dow Jones Marks and all Intellectual Property and other rights, registrations and entitlement thereto, together with all applications, registrations and filings with respect to any of the Dow Jones Marks and any renewals and
extensions of any such applications, registration and filings, are and shall remain the sole and exclusive property of Dow Jones. CBOT 
  

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 agrees to cooperate with Dow Jones in the maintenance of such rights and registration and shall do such acts and
execute such instruments as are reasonably necessary or appropriate for such purpose. CBOT acknowledges that each of the Dow Jones Marks is part of the business and goodwill of Dow Jones and agrees that it shall not, during the term of this
Agreement or thereafter, contest the fact that CBOT’s rights in the Dow Jones Marks under this Agreement (i) are limited solely to the use of the Dow Jones Marks permitted by Section 9(a), and disclosure about the Contracts under applicable law
as provided in Section 4(d), and (ii) shall cease upon termination of this Agreement, except as otherwise expressly provided herein. CBOT recognizes the great value of the reputation and goodwill associated with the Dow Jones Marks and acknowledges
that such goodwill associated with the Dow Jones Marks belongs exclusively to Dow Jones, and that Dow Jones is the owner of all right, title and interest in and to the Dow Jones Marks. CBOT further acknowledges that all rights in any translations,
derivatives or modifications in the Dow Jones Marks which may be created by or for Dow Jones shall be and shall remain the exclusive property of Dow Jones and said property shall be and shall remain a part of the Intellectual Property subject to the
provisions and conditions of this Agreement. CBOT shall never, either directly or indirectly, contest Dow Jones’s exclusive ownership of any of the Dow Jones Marks. CBOT shall use the following notice when referring to any of the Dow Jones
Marks in any informational materials to be used in connection with the Products (including, where applicable, advertisements, brochures and promotional and any other similar informational materials, and any documents or materials required to be
filed with governmental or regulatory agencies) that in any way use or refer to the Treasury Index or any of the Dow Jones Marks (collectively, the “Dow Informational Materials”): 
  
 “Dow Jones” is a service mark of Dow Jones & Company, Inc. “Dow Jones
CBOT Treasury Index” is a service mark of Dow Jones and the Board of Trade of the City of Chicago, Inc. and the Dow Jones CBOT Treasury Index is owned by CBOT and calculated by Dow Jones. CBOT’s futures and futures options contracts based
on the Dow Jones CBOT Treasury Index TM are not
sponsored, endorsed, sold or promoted by Dow Jones, and Dow Jones makes no representation regarding the advisability of trading in such product(s). 
  

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 or such similar language as may be approved in advance in writing by Dow Jones. 
  
 (d) Dow Jones agrees that the CBOT Marks and all Intellectual Property and other rights,
registrations and entitlement thereto, together with all applications, registrations and filings with respect to any of the CBOT Marks and any renewals and extensions of any such applications, registration and filings, are and shall remain the sole
and exclusive property of CBOT. Dow Jones agrees to cooperate with CBOT in the maintenance of such rights and registration and shall do such acts and execute such instruments as are reasonably necessary or appropriate for such purpose. Dow Jones
acknowledges that each of the CBOT Marks is part of the business and goodwill of CBOT and agrees that it shall not, during the term of this Agreement or thereafter, contest the fact that Dow Jones’ rights in the CBOT Marks under this Agreement
(i) are limited solely to the use of the CBOT Marks permitted by Section 9(b), and (ii) shall cease upon termination of this Agreement, except as otherwise expressly provided herein. Dow Jones recognizes the great value of the reputation and
goodwill associated with the CBOT Marks and acknowledges that such goodwill associated with the CBOT Marks belongs exclusively to CBOT, and that CBOT is the owner of all right, title and interest in and to the CBOT Marks. Dow Jones further
acknowledges that all rights in any translations, derivatives or modifications in the CBOT Marks which may be created by or for the CBOT shall be and shall remain the exclusive property of CBOT and said property shall be and shall remain a part of
the Intellectual Property subject to the provisions and conditions of this Agreement. Dow Jones shall never, either directly or indirectly, contest CBOT’s exclusive ownership of any of the CBOT Marks. Dow Jones shall use, and shall require
sublicensees to use, the following notice when referring to any of the CBOT Marks in any informational materials to be used in connection with the Treasury Index, the Contracts or the Products (including, where applicable, advertisements,

  

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 brochures and promotional and any other similar informational materials, and any documents or materials required to
be filed with governmental or regulatory agencies) that in any way use or refer to CBOT, the Treasury Index or any of the CBOT Marks (collectively, the “CBOT Informational Materials”): 
  
 “CBOT,” “e-cbot” and “Chicago Board of Trade” are service
marks of the Board of Trade of the City of Chicago, Inc.”Dow Jones CBOT Treasury Index” is a service mark of Dow Jones and the Board of Trade of the City of Chicago, Inc. [Products] based on the Dow Jones CBOT Treasury Index TM are not sponsored, endorsed, sold or promoted by the
CBOT, and the CBOT makes no representation regarding the advisability of trading in such product(s). 
  
 or such similar language as may be approved in advance in writing by the CBOT. 
  
 (e) In the event that either party learns of any infringement or imitation of any CBOT Mark, Dow Jones Mark or the Composite Mark, or of any use by any person of a trademark similar to any of the CBOT Marks, the Dow
Jones Marks or Composite Mark, it shall promptly notify the other party. The party having ownership of the Mark shall take such action as it deems advisable for the protection of rights in and to its Marks and, if requested to do so, the other party
shall cooperate in all respects, at such other party’s expense, including, without limitation, by being a plaintiff or co-plaintiff and, upon reasonable request, by causing its officers to execute appropriate pleadings and other necessary
documents. In no event, however, shall either party be required to take any action it deems inadvisable. Dow Jones shall have no right to take any action which would materially affect the Treasury Index, the Composite Mark and/or any of the
CBOT Marks without CBOT’s prior written approval. CBOT shall have no right to take any action which would materially affect the Composite Mark and/or any of the Dow Jones Marks without Dow Jones’ prior written approval. 
  
 (f) Each Party shall use its best efforts to protect the goodwill and reputation of the other
party, the Treasury Index, the Composite Mark and the other party’s Marks in connection with its use of the Treasury Index, the Composite Mark and any of the other party’s Marks under this 
  

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 Agreement. Each party shall submit to the other party, for such other party’s review and approval, and each
party shall not use until receiving the other party’s approval thereof in writing, all Informational Materials. Such other party’s approval shall be required with respect to the use of and description of a party, the Treasury Index or any
of the party’s Marks. The approving party shall notify the other party of its approval or disapproval of any Informational Materials within 72 hours (excluding any day which is a Saturday or Sunday or a day on which the CBOT is closed)
following receipt thereof. Once Informational Materials have been approved, subsequent Informational Materials which do not alter the use or description of the party, the Treasury Index or such party’s Marks, as the case may be, need not be
submitted for review and approval. 
  
 (g) Except as may be expressly otherwise
agreed in writing, or as otherwise permitted or required under this Agreement, the CBOT Marks and the Dow Jones Marks, the marks of any of their respective affiliates or the marks of any third party, to the extent they appear in any Informational
Material, shall appear separately and shall be clearly identified with regard to ownership. For the purpose of this Agreement, an affiliate shall mean a person or entity (“Person”) that directly, or indirectly through one or more
intermediaries, controls, or is controlled by, or is under common control with, such Person. For the purposes of this definition, control shall mean the possession, direct or indirect, of the power to direct or cause the direction of the management
and policies of a Person, whether through the ownership of voting securities, by contract, or otherwise. 
  
 (h) Each party agrees that any proposed change in the use of the other party’s Marks shall be submitted to such other party for, and shall be subject to, such other party’s prior written consent. 

 
 (i) If at any time either party is of the opinion that the other party is not properly
using its Intellectual Property in connection with the Services, Products or Informational Materials, or that the 
  

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 standard of quality thereof does not conform to the standards as set forth herein, such party shall give notice to
the other party to that effect. Upon receipt of such notice, the party shall forthwith correct the defects in the Services, the sublicensed Products or the Informational Materials so that they comply with all required standards. 

 
 11. Term and Termination. 
  
 (a) This Agreement shall be effective on the Effective Date and shall expire upon the fifth
anniversary thereof (the “Initial Term”), unless terminated earlier as provided herein. At the end of the Term, this Agreement shall automatically renew for successive one-year periods (each, a “Renewal Term”) unless either party
terminates the Agreement by providing the other party a written notice to that effect ninety (90) days prior to the end of the then-current term. (The Initial Term and the Renewal Term, the “Term”.) 
  
 (b) If there is a material breach of this Agreement by either party (such party, the
“breaching party” and the other party, the “non-breaching party”), or if either party (such party, the “harmed party”) believes in good faith that material damage or harm is occurring to its reputation or good will by
reason of its continued performance hereunder, then the non-breaching party or the harmed party, as the case may be, may terminate this Agreement, effective thirty (30) days after written notice thereof to the other party (with reasonable
specificity as to the nature of the breach or the condition causing such damage or harm, as the case may be, and including a statement as to such party’s intent to terminate), unless the other party shall correct such breach or the condition
causing such damage or harm, as the case may be, within such thirty (30) day period. 
  
 (c) CBOT or Dow Jones may terminate this Agreement upon ninety (90) days prior notice to the other (or such lesser period of time as may be necessary pursuant to law, rule, regulation or court order) if any material litigation or material
regulatory proceeding regarding a Product or Contract is 
  

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 commenced and such Party reasonably believes that such litigation or regulatory proceeding is reasonably likely to
have a material and adverse effect on the good name or reputation of such Party or on such Party’s ability to perform its obligations under this Agreement. 
  

(d) Notwithstanding anything to the contrary herein, in the event that there shall occur any change in law (statutory law, case law or otherwise) relating to or
affecting the liability of index providers to third parties, and Dow Jones thereafter ceases to engage in the business of providing real-time data or licensing indexes as the basis of financial products, Dow Jones shall have the right to terminate
this Agreement upon written notice to CBOT. 
  
 (e) In the event either CBOT or
Dow Jones shall (i) give notice of termination pursuant to this Section 11, any Contracts or Products then existing (“Pending Contracts”) may continue to be traded to the expiration date thereof, and (ii) to the extent necessary for such
purpose, the parties’ rights and obligations hereunder shall be deemed to continue until the expiration date of the last of such Pending Contracts. Notwithstanding the above, any Pending Contracts without open interest which expire or mature
after the farthest contract month with open interest shall be terminated. Notwithstanding the above, in the event of a termination by either party under Section 11(b) by reason of any breach of the other relating to its obligations under this
Agreement with respect to CBOT’s Intellectual Property, Section 10(i) shall continue to apply to the breaching party. 
  
 (f) Dow Jones may terminate this Agreement, upon written notice to CBOT, if any source of data necessary to calculate, distribute or license the Treasury Index as
contemplated herein (i) ceases to provide such data to Dow Jones; (ii) terminates Dow Jones’ right to receive necessary data in the form of a “feed” from such source, (iii) materially restricts Dow Jones’ right to redistribute
necessary data received from such source, (iv) institutes charges (other than normal and customary charges or charges which Dow Jones deems to be reasonable to be incurred in connection 
  

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 with providing or licensing the Treasury Index) for the provision of necessary data to Dow Jones or the
redistribution of necessary data by Dow Jones, (v) Dow Jones ceases to compile, calculate and distribute the Dow Jones’ proprietary indexes generally; or (vi) Dow Jones ceases to compile, calculate and/or distribute indexes as a service
provider for third parties generally (but Dow Jones will use all reasonable efforts to provide CBOT with as much prior notice as is reasonably practicable under the circumstances). 
  
 12. Warranties, Disclaimers 
  
 (a) (1) Each party represents and warrants to the other that it has the authority to enter into this Agreement according to its terms, and
that its execution and delivery of this Agreement and its performance hereunder will not violate any agreement applicable to it or violate any applicable laws (including, without limitation, intellectual property rights of third parties), rules or
regulations. (2) CBOT represents that it owns and has the right to license hereunder the Intellectual Property licensed hereunder. CBOT represents and warrants to Dow Jones that the Contracts and the marketing and promotion thereof, by CBOT will not
violate any agreement applicable to CBOT or violate any applicable laws, rules or regulations, including without limitation, securities, commodities, and banking laws. (3) Dow Jones represents that it owns and has the right to license hereunder the
Dow Jones Marks. Dow Jones shall require that each Third-Party Licensee substantially represent and warrant to Dow Jones that the Products and the marketing and promotion thereof will not violate any agreement applicable to Dow Jones or violate any
applicable laws, rules or regulations, including without limitation, securities, commodities and banking laws.  
  
 (b) Without limiting the disclaimers set forth in this Agreement, in no event shall the cumulative liability of Dow Jones to CBOT and its affiliates under or relating to
this Agreement or the cumulative liability of CBOT to Dow Jones and its affiliates under or relating to this Agreement at any time exceed the greater of (i) [**] and (ii) [**]. The preceding limitations of liability shall not apply to either
party’s indemnification obligations hereunder. 
  

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 (c) Prior to the Commencement Date, the CBOT will adopt, and during the term hereof the CBOT will maintain, as part
of its rules, to be set forth in the terms of the Contracts and in the CBOT’s Rules and Regulations, a limitation on liability of index administrators, with respect to trading on or through the CBOT, which is in form and substance substantially
as set forth in CBOT Regulation 189.01. 
  
 (d) In the event that any third party
shall commence any litigation, action or proceeding, or make any claim, against Dow Jones which alleges liability of Dow Jones by reason of miscalculation or error in the Index (whether or not any Product is based on such Index), the CBOT shall, at
Dow Jones’ request, participate in the defense thereof in any manner reasonably requested by Dow Jones, at the CBOT’s own expense up to an aggregate of [**] out-of-pocket expenses therefore.  
  
 13. Indemnification 
  
 (a) The CBOT shall indemnify and hold harmless Dow Jones and its affiliates, and their
respective officers, directors, members, employees and agents, against any and all judgments, damages, liabilities, costs and losses of any kind (including reasonable attorneys’ and experts’ fees) (collectively, “Losses”) that
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 proceeding, except with the written consent of the CBOT, shall not consent to entry of any judgment or enter into any
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 15. Injunctive Relief. In the event of a material breach by one party (“Breaching Party”) of
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	16.	Other Matters. 

  
 (a) This Agreement is solely and exclusively between the parties hereto and, except to the extent otherwise expressly provided herein, shall not be assigned or transferred, nor shall any duty hereunder be delegated,
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 (b) This Agreement, including the Schedules and
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 (c) No waiver, modification or amendment of any of the terms and conditions hereof shall be valid or binding unless
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 (d) No breach, default or threatened breach of this Agreement by either party shall relieve the other party of its obligations or
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 (e) All notices and other communications under this Agreement shall be (1) in writing, (2) delivered by hand (with receipt confirmed in writing), by registered or
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	 If to Dow Jones:
	  	Dow Jones & Company, Inc.
	 	  	4300 N. Route 1
	 	  	South Brunswick, NJ 08852
	 	  	Attn: Legal Department
	 	  	Fax: 609 520 4021
		
	 If to the CBOT:
	  	Board of Trade of the City of Chicago, Inc.
	 	  	141 West Jackson Boulevard
	 	  	Chicago, Illinois 60604
	 	  	ATTN: Carol Burke, Executive Vice President & Chief of Staff
	 	  	Fax No. 312.341.3392

  

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 (f) This Agreement shall be interpreted, construed and enforced in accordance with the laws of the State of New York
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between the parties arising out of or relating to this Agreement. 
  
 (g) This
Agreement (and any related agreement or arrangement between the parties hereto) is solely and exclusively for the benefit of the parties hereto and their respective successors, and nothing in this Agreement (or any related agreement or arrangement
between the parties hereto), express or implied, is intended to or shall confer on any other person or entity (including, without limitation, any purchaser or seller of any Contract traded on the CBOT or any Product issued by a Third-Party
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 (h) Sections 4(c) and (d) (as provided therein), 8, 11(b), (c), (d), (e) and (f), 13, and 17(e), (f), (g) and
(h) shall survive the expiration or termination of this Agreement. 
  
 (i) The
parties hereto are independent contractors. Nothing herein shall be construed to place the parties in the relationship of partners or joint venturers, and neither party shall acquire any power, other than as specifically and expressly provided in
this Agreement, to bind the other in any manner whatsoever with respect to third parties. 
  
 (j) All references herein to “reasonable efforts” shall include taking into account all relevant commercial and regulatory factors. All references herein to “regulations” or “regulatory
proceedings” shall include regulations or proceedings by self-regulatory organizations such as securities or futures exchanges. 
  
 (k) Dow Jones also shall cooperate with the CBOT upon reasonable request by the CBOT in any promotional, marketing or educational activities designed to enhance the
acceptance and use of the Treasury Index by bond market professionals and the public so long as such request is consistent with Dow Jones’ then-current general marketing plans with respect to Dow Jones’ proprietary indexes. For the
avoidance of doubt, Dow Jones is not, and shall not be, obligated to engage in any way or to any extent in any marketing or promotional activities in connection with the Contracts or Products or in making any representation or statement to investors
or prospective investors in connection with the marketing or promotion of the Contracts or Products, and CBOT is not, and shall not be, obligated to engage in any way or to any extent in any marketing or promotional activities in connection with any
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 IN WITNESS WHEREOF, each of the parties hereto has caused this Agreement to be duly executed in its name and on its
behalf by the officer or representative duly authorized on the day and year first above written. 
  

									
	 BOARD OF TRADE OF THE CITY OF CHICAGO, INC.
	 	 	 	 DOW JONES & COMPANY, INC.

					
	 By:
	 	 /s/ Bernard W. Dan

	 	 	 	 By:
	 	 /s/ Michael A. Petronella


	 	 	Bernard W. Dan	 	 	 	 	 	 Michael A. Petronella

	 	 	President and Chief Executive Officer	 	 	 	 	 	 President


  

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 EXHIBIT 1 
  
 INDEX METHODOLOGY* 
  
 The CBOT Treasury Index is a weighted average price of CBOT 5-Year Note futures, 10-Year Note futures, and Bond futures contracts. Weighting is by modified duration,
using standard formulae. The significance of duration is its utility as a measure of bond price volatility. 
  
 Definitions: (Macaulay) duration refers to a weighted average term-to-maturity of a bond’s cash flows. These weights are the present value of each cash flow as a percent of the present value of all
the bond’s cash flows. Modified duration is equal to Macaulay duration divided by: 1 plus half the bond’s yield. 
  
 For calculation purposes the Treasury Index makes the following assumptions: 
  

	 	•	The 5-year futures contract is a 6.00% semi-annual coupon note maturing in 5 years; 

  

	 	•	The 10-year futures contract is a 6.00% semi-annual coupon note maturing in 10 years; 

  

	 	•	The Bond futures contract is a 6.00% semi-annual coupon bond maturing in 20 years. 

  
 The example that follows illustrates calculation of the Treasury Index using hypothetical price data for the March 2004 and June 2004
futures contracts at the hypothetical close of business February 27, 2004. 
  
 Table 1 
  
 Treasury Index Calculation
Examples 
  

																					
	 Basis March


	 Settle
 (March)

	  	Coupon

	 	 	Maturity

	  	Price

	  	Yield

	 	 	Duration

	  	Mod_Dur

	  	Weights

	  	W*P

	  	WAP


	 12/1/2003
	  	6	%	 	12/1/2008	  	113 4/32	  	3.143	%	 	4.436	  	4.368	  	2.7588	  	312.0933	  	 ̄
	 12/1/2003
	  	6	%	 	12/1/2013	  	114 8/32	  	4.237	%	 	7.836	  	7.674	  	1.5702	  	179.3976	  
	 12/1/2003
	  	6	%	 	12/1/2023	  	111 16/32	  	5.078	%	 	12.355	  	12.049	  	1.0000	  	111.5000	  	 
	 	  	 	 	 	 	  	 	  	 	 	 	 	  	 	  	SUM	  	SUM	  	 
	 	  	 	 	 	 	  	 	  	 	 	 	 	  	 	  	5.3291	  	602.9909	  	113 5/32

  
 Table 1 illustrates the Index
calculation for March. Yields are calculated using the hypothetical prices displayed in the price column. Duration and Modified duration (Mod_Dur) are calculated (in Excel) using the yields derived from the prices. Weights are calculated with the
Bond’s modified duration in the numerator. Using the modified durations in Table 1, weights are calculated as follows: 
  
 5 YR = 12.049 / 4.368 = 2.7588 
  

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 10 YR = 12.049 / 7.674 = 1.5702 
 Bonds = 12.049 / 12.049 = 1.000 
  
 The sum of the weights = 2.7588+
1.5702 + 1.000 = 5.3291 
  
 The weighted average price (WAP = 113 5/32) is the sum
of the prices times the weights (602.9909) divided by the sum of the weights (5.3291). The weighted average price (WAP) is the Index value for the March expiry. 
  

To determine the Index value for the June Expiry the Index is rebalanced. First the WAP is calculated using June contract prices, yields and durations. Then the June
Index WAP is set equal to the closing March Index expiry using a divisor. 
  
 Table 2 below displays Index calculations using June contract prices. 
  
 Table 2 
  

																					
	 Basis June (Without Divisor)


	 Settle

	  	Coupon

	 	 	Maturity

	  	Price

	  	Yield

	 	 	Duration

	  	Mod_Dur

	  	Weights

	  	W*P

	  	WAP
(June)


	 3/1/2004
	  	6	%	 	3/1/2009	  	112 24/32	  	3.219	%	 	4.435	  	4.365	  	2.7503	  	310.0912	  	  ̄

	 3/1/2004
	  	6	%	 	3/1/2014	  	113 16/32	  	4.323	%	 	7.828	  	7.662	  	1.5667	  	177.8172	  
	 3/1/2004
	  	6	%	 	3/1/2024	  	110 12/32	  	5.162	%	 	12.314	  	12.004	  	1.0000	  	110.3750	  
	 	  	 	 	 	 	  	 	  	 	 	 	 	  	 	  	SUM	  	SUM	  
	 	  	 	 	 	 	  	 	  	 	 	 	 	  	 	  	5.3169	  	598.2834	  	112 17/32

  
 The Index Value (before rebalancing)
is equal to the weighted average price (WAP) of the contracts, in this case 112 17/32nds. This means that at the close business February 27, 2004, the Index value calculated using March contracts would be equal to 113 5/32nds and 112 17/32nds using
June contracts. A divisor is used to equalize them. 
  
 The divisor used to
equalize Index values at expiry is equal to the quotient of the WAP using expiring contracts and the WAP using their replacements. In this case the divisor would be equal to the June WAP divided by the March WAP or 112 17/32 divided by 113 5/32 =
0.9945. See Table 3 below. 
  
 Table 3 
  

							
	 Divisor Calculation


				
	 WAP
 March

	  	 WAP June (Without
 Divisor)

	  	 June
 Divisor

	  	 WAP June (With
 Divisor)


	 113 5/32
	  	112 17/32	  	0.9945	  	113 5/32

  
 The June divisor remains 0.9945 until
the Index is rebalanced at the close of business the last business day of May 2004. 
  

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