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                                                                   Exhibit 10.17

                                                     PRIVILEGED AND CONFIDENTIAL
                                                     ---------------------------

                              ALLIANCE AGREEMENT

                                     AMONG

                   THE BOARD OF TRADE OF THE CITY OF CHICAGO

                       CERES TRADING LIMITED PARTNERSHIP

                              CERES ALLIANCE, LLC

                               DEUTSCHE BORSE AG

                             SWISS STOCK EXCHANGE

                                EUREX ZURICH AG

                              EUREX FRANKFURT AG

                                      AND

                               EUREX DEUTSCHLAND

                          Dated as of October 1, 1999

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                              ALLIANCE AGREEMENT

     This ALLIANCE AGREEMENT, dated October 1, 1999, is effective as of the
Effective Date (as defined herein) and is entered into by the Board of Trade of
the City of Chicago ("CBOT"), Ceres Trading Limited Partnership ("Ceres"), Ceres
Alliance LLC ("Ceres Alliance"), Swiss Stock Exchange ("SWX"), Deutsche Borse AG
("DBAG") , Eurex Zurich AG ("Eurex Zurich") and Eurex Frankfurt AG ("Eurex
Frankfurt"), and Eurex Deutschland with respect only to Sections 3.6(c), 7.2,
7.3(d)(iii), Article IX, Sections 10.2(f) and 11.1(e), and Article XIII.

                                   RECITALS

          A.   The CBOT is an association incorporated by special act of the
Illinois legislature, and is engaged in the business of operating a futures
exchange for trading of financial, agricultural and other derivative products.

          B.   Ceres Trading Limited Partnership is a Delaware limited
partnership having the CBOT as its general partner and the members of the CBOT
as its limited partners. Ceres was formed to provide certain income
opportunities for CBOT members as limited partners of Ceres.

          C.   Ceres Alliance is a Delaware limited liability company, wholly
owned by Ceres.

          D.   DBAG is, among other things, the holding company for the German
cash market and the Frankfurt Stock Exchange, and is a 50% shareholder of Eurex
Zurich.

          E.   SWX is an association which holds, among other things, the Swiss
cash market, and is a 50% shareholder of Eurex Zurich.

          F.   Eurex Zurich is an Aktiengesellschaft organized under the
laws of Switzerland and is owned by DBAG and SWX as equal equity partners. Eurex
Zurich is the Swiss derivatives exchange, formerly the Swiss Options and
Financial Futures Exchange ("SOFFEX").

          G.   Eurex Frankfurt is an Aktiengesellschaft which is wholly-owned by
Eurex Zurich. Eurex Frankfurt is the managing and operating company of the
German derivatives exchange, Eurex Deutschland (formerly the Deutsche
Terminborse).

          H.   Eurex Deutschland is a public law entity authorized by the German
government to do business as the German futures and options exchange that is
operated by Eurex Frankfurt.

          I.   Ceres Alliance and Eurex Zurich desire to conduct project
management related to software development activities, to operate and develop a
network and to promote electronic trading of CBOT and Eurex products on the
jointly enhanced trading and clearing system, to fulfill the other objectives of
the alliance set forth herein, and over time to broaden their alliance to cover
such additional matters as they may from time to time agree.

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          J.   Eurex Zurich, SWX, DBAG, the CBOT and Ceres entered into a Letter
of Intent dated March 18, 1998 (the "Letter of Intent") wherein they described
their intent to form an alliance to operate a common international network for
electronic trading of derivative products.

          K.   DBAG, SWX, the CBOT and Ceres have entered into a License
Agreement, dated October 1, 1999, and effective as of the Effective Date (the
"License Agreement"), under which DBAG and SWX have agreed to license certain
software and related information they have developed for use in electronic
trading to Ceres on the terms therein provided.

          L.   The common network to be operated by the alliance is intended to
provide direct global access to the products of the Eurex Exchanges and the CBOT
and to achieve the most liquid markets in benchmark financial derivative
products.

          M.   The Parties intend to maintain and further develop a modified
common source code version, a graphical user interface and an application
programming interface for the existing Eurex trading and clearing system so that
each Exchange can install such system and connect it to the network for use as
the electronic trading platform for the CBOT's and the Eurex Exchanges'
products.

     NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein made and intending to be legally bound, the parties hereby agree as
follows:

                                   ARTICLE I
                                   ---------

                                  DEFINITIONS
                                  -----------

     As used in this Agreement, the following terms have the following meanings:

     "Act" means the Delaware Limited Liability Company Act, 6 Del. C.ss.18-101
et seq., as amended from time to time including any successor statute of similar
import.

     "Affiliate" means a Person that directly, or indirectly through one or more
intermediaries, Controls, is Controlled by or is under common Control with the
Person in question. In the case of each Party, respectively, as of the Effective
Date, the term "Affiliate" includes the Persons listed in Schedule C, regardless
of whether they fall within the foregoing definition.

     "Agreement" means this Alliance Agreement, together with all schedules and
exhibits attached hereto, as the same may be amended, restated or supplemented
from time to time as herein provided.

     "Alliance" means the alliance described in this Agreement.

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     "API" means the Application Programming Interface introduced at the Eurex
3.0 Commercial Start.

     "Appointing Authority" has the meaning set forth in Section 12.2(a).

     "Back End" with reference to any Exchange, means the host environment
(hardware and software) the functions of which include the maintenance of
orders, the matching of orders, the posting of trades, and the calculation and
posting of fees, premiums and margins on such Exchange.

     "Breaching Party" has the meaning set forth in Section 10.2.

     "Business  Day"  means any day other than Saturday and Sunday on which
banks are not required or authorized to close in any of Frankfurt, Germany,
Chicago, Illinois, U.S.A. and Zurich, Switzerland.

     "Cash Derivatives Products" means derivative agreements of the type known
as any of a swap agreement, forward rate agreement, forward foreign exchange
agreement, rate cap agreement, rate floor agreement, rate collar agreement,
option agreement and any other similar agreement designed to shift or manage
risk and any combination of the foregoing, but expressly excludes derivative
contracts structured in the form of traditional exchange-traded futures
contracts or options on futures contracts (including "flex" options on futures).

     "Cash Market Products" means all cash market products (as opposed to
derivatives products) except for Cash Derivatives Products.

     "CBOT" has the meaning set forth in the Preamble.

     "CBOT Commercial Start" means the date on which the CBOT Group first uses
the System for actual trading (as opposed to testing or simulation) of CBOT
products.

     "CBOT Group" means, collectively, the CBOT, Ceres and Ceres Alliance and
all of their Affiliates.

     "CBOT Restricted Products" means those products identified as CBOT
Restricted Products on Schedule D.

     "Ceres" has the meaning set forth in the Preamble.

     "Ceres Alliance" has the meaning set forth in the Preamble.

     "Change of Control" means (A) any transfer, sale, or issuance of any equity
interest or series thereof in a Person, or any other event affecting a Person
(such as a merger, consolidation, recapitalization or other similar transaction)
that results in another Person or group (other than a Person or group that is an
Affiliate of such Person before such transfer, sale, issuance or other event,
and other than the general public taken as a whole in the specific case of a
public offering)

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owning or controlling more than a 50% equity interest (or other comparable
interest) in such Person, or more than 50% of the combined voting rights in or
management power over such Person, or (B) a liquidation or dissolution of a
Person, other than in each case in connection with an internal reorganization
with no change in beneficial ownership. For the avoidance of doubt, any
Reorganization shall not be deemed to constitute a Change of Control.

     "Common Source Code" means (i) the components of source code that implement
electronic trading and clearing functions and (ii) the components of source code
comprising technical systems services, including communications, data access,
fault tolerance, and operations and administrative activities (including third
party software as set forth in Exhibit A to the License Agreement), as opposed
to (a) source code that is severable therefrom without affecting the
functionality thereof and (b) the source code components comprising interfaces
to computer systems other than those used by the Parties and their Affiliates
for the provision of electronic trading services to the Users of the Eurex
Exchanges or CBOT, as the case may be.

     "Confidential Information" has the meaning set forth in Section 9.1.

     "Consultant" means any third party retained by the Development Parties in
connection with the Initial Project.

     "Control" (including with correlative meanings, the terms "Controls,"
"Controlled by," "Controlling" and "under common Control with"), with respect to
any Person, means the possession, directly or indirectly, of the power to direct
or to cause the direction of the management and policies of such Person whether
through ownership of voting securities, by contract or otherwise.

     "Covered Claim" has the meaning set forth in Section 11.1(c).

     "Damages" has the meaning set forth in Section 11.1(a).

     "DBAG" has the meaning set forth in the Preamble.

     "Development Agreement" means the software customization and development
agreements entered and to be entered into among a Consultant, the Development
Parties and either the Joint Venture Entity or the LLC (unless otherwise
agreed), pursuant to which the Consultant will perform services in connection
with the Initial Project, including an agreement to provide service relating to
deployment.

     "Development Parties" means the CBOT, Ceres, DBAG and SWX.

     "Dispute" has the meaning set forth in Section 12.1.

     "Dispute Resolution Committee" has the meaning set forth in Section 12.1.

     "Dispute Resolution Procedure" has the meaning set forth in Section 12.1.

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     "Effective Date" has the meaning set forth in Section 10.1.

     "Entity" means any general partnership, limited partnership, limited
liability company, limited liability partnership, corporation, association,
cooperative, joint stock company, trust, business trust, joint venture, sole
proprietorship, unincorporated organization or governmental entity, or any
comparable entity in any jurisdiction (or any department, agency or political
subdivision thereof).

     "Eurex 3.0 Commercial Start" means September 6, 1999, which is the date on
which the Eurex Exchanges first used the Eurex Release 3.0 software for actual
trading (as opposed to testing or simulation) of Eurex Exchange products.

     "Eurex Deutschland" has the meaning set forth in the Recitals.

     "Eurex Exchanges" means Eurex Deutschland and Eurex Zurich.

     "Eurex Frankfurt" has the meaning set forth in the Preamble.

     "Eurex Group" means, collectively, DBAG, SWX, Eurex Frankfurt, Eurex
Zurich, Eurex Deutschland and all of their Affiliates.

     "Eurex No-Action Letter" has the meaning set forth in Section 7.3(b).

     "Eurex Restricted Products" means those products identified as Eurex
Restricted Products on Schedule D hereto.

     "Eurex Zurich" has the meaning set forth in the Preamble.

     "Exchanges" means the CBOT, Eurex Deutschland and Eurex Zurich.

     "Front End" means the technological means by which Users can access the
Back End of one or more Exchanges and enter orders electronically to the CBOT
open outcry environment through the Network, including the GUI and the API.

     "Future Development Entity" means the Joint Venture Entity, the LLC or
any other Special Purpose Entity formed to coordinate enhancements and
harmonization of the System (other than the Network).

     "Group" means either the CBOT Group or the Eurex Group, as the context
requires.

     "GUI" means the Graphical User Interface to be modified and upgraded by the
Parties from time to time.

     "Incapacity" or "Incapacitated" means, with respect to any Person, that
such Person is the

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subject of a petition in bankruptcy, insolvency or analogous proceeding, or that
a receiver, liquidator, administrator or trustee has been appointed for the
affairs of such Person, and such proceeding or appointment has not been
discontinued within sixty (60) days after the date of such petition or
appointment, respectively, or that such Person has been adjudicated bankrupt or
insolvent.

     "Indemnified Persons" has the meaning set forth in Section 11.1(a).

     "Indemnifying Group" has the meaning set forth in Section 11.1(a).

     "Initial Project" has the meaning set forth in Section 3.2.

     "Joint Committee" has the meaning set forth in Section 12.1.

     "Joint Venture Entity" has the meaning set forth in Section 3.1

     "License Agreement" has the meaning set forth in the Recitals.

     "LLC" has the meaning set forth in Section 3.3(a).

     "Majority" means with respect to any action requiring the consent of a
Majority of the Management Committee: (i) consent of at least five (5) Managers
when only six (6) are present at a meeting; and (ii) consent of at least six (6)
Managers when either seven (7) or eight (8) Managers are present at a meeting.

     "Management Committee" has the meaning set forth in Section 6.1.

     "Managers" has the meaning set forth in Section 6.1.

     "Network" means the telecommunications network (which may include
proprietary and non-proprietary elements) through which CBOT and Eurex Exchange
products will be available for trading electronically and through which orders
for CBOT products may be entered electronically for execution by open outcry at
the CBOT.

     "Network Entity" means each of the one or more legal entities to be formed
by the Joint Venture Entity, or by Ceres Alliance and Eurex Frankfurt, pursuant
to Section 3.6 for the purpose of developing and operating the Network.

     "Notice of Regulatory Frustration" has the meaning set forth in Section
7.3(c).

     "Notice of Termination" has the meaning set forth in Section 10.2.

     "Parties" means the parties to this Agreement and any permitted assignees,
but includes Eurex Deutschland only for the limited purposes set forth in the
Preamble.

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         "Person" means any individual or Entity, and the heirs, executors,
administrators, legal representatives, successors and assigns of such Person
where the context so permits.

         "Programs" shall have the meaning set forth in the License Agreement.

         "Project Manager" has the meaning set forth in Section 3.3(b).

         "Remedy" means in the case of any breach (a) cure of such breach if the
breach is curable, or (b) if such breach is not curable, the taking of steps by
the Breaching Party, which may in appropriate circumstances include entering
into effective confidentiality undertakings or other arrangements or obtaining
appropriate injunctive relief, that to the reasonable satisfaction of the Group
of which the Breaching Party is not a member have eliminated or reduced to a de
minimus level the foreseeable adverse effects of such breach, in each case
within thirty (30) days after delivery of notice of such breach.

         "Regulatory Action" has the meaning set forth in Section 7.3(a).

         "Reorganization" means, with respect to any Person (the "Affected
Person"), any restructuring or reorganization of the corporate or ownership
structure of the Affected Person that does not result in any Person or group
that is not a member of the Affected Person's Group immediately prior to such
restructuring or reorganization becoming a member of the Affected Person's
Group; any consolidation of the Affected Person into another member of the
Affected Person's Group; any transaction that changes the state of incorporation
of the Affected Person or results in the Affected Person becoming a for profit
business corporation or other type of entity; any transaction that results in or
facilitates the separation of equity ownership of the Affected Person (if an
Exchange) from trading rights with respect to the Affected Person; and any
transfer, sale or issuance of securities of the Affected Person, either in a
public offering or in any other transaction; in each case only if after such
restructuring or reorganization no other Person or group (other than a Person or
group that is an Affiliate of the Affected Person before such restructuring,
reorganization or public offering, and other than the general public taken as a
whole in the case of a public offering) owns or controls more than a 50% equity
interest (or other comparable interest) in the Affected Person or more than 50%
of the combined voting rights in or management power over the Affected Person.

         "Restricted Products" means the products listed on Schedule D.

         "Rule" has the meaning set forth in Section 7.3(e).

         "Special Purpose Entities" means collectively any Entities, each of
which shall be, either directly or through the Joint Venture Entity, under the
equal control of the Groups (including their management and governance),
organized by the Alliance to accomplish the Alliance's business objectives as
set forth in or agreed pursuant to this Agreement, including the Joint Venture
Entity, the LLC, any Future Development Entity and each Network Entity.

         "Supervisory Board" has the meaning set forth in Section 5.1.

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         "Supervisory Board Member" has the meaning set forth in Section 5.1.

         "SWX" has the meaning set forth in the Preamble.

         "System" means all computer and communication resources intended to be
any of the Parties and their respective Affiliates in connection with
the Alliance to provide electronic trading services to Users, including the
Networks and all Technology Deliverables under the Development Agreement.

         "Technology Deliverables" means those items that the Consultant will be
required to deliver pursuant to the Development Agreement.

         "Term" has the meaning set forth in Section 10.1.

         "Terminating Party" has the meaning set forth in Section 10.2.

         "UNCITRAL Rules" has the meaning set forth in Section 12.2.

         "User" means a Person authorized by an Exchange (pursuant to its rules)
to trade on that Exchange.

                                  ARTICLE II

                          OBJECTIVES OF THE ALLIANCE

         2.1      Scope of the Alliance. The objectives of the Alliance include
the following:

                           (a) To enhance the business opportunities for
                  electronic trading of derivatives products of the Exchanges
                  through coordination of technology and Network development and
                  implementation of related strategies;

                           (b) Subject to and to the extent approved by
                  applicable regulatory authorities and, subject to Section 2.6,
                  to facilitate providing Users of the CBOT with trading access
                  to the complete product range of the Eurex Exchanges and to
                  facilitate providing Users of the Eurex Exchanges with trading
                  access to the complete product range of the CBOT traded
                  electronically as well as routed electronically directly to
                  the CBOT open-outcry trading session;

                           (c) For the Groups to cooperate and coordinate with
                  one another in the maintenance, use, enhancement and
                  improvement of the Back End as currently used by the Eurex
                  Exchanges and to maintain a Common Source Code for use by the
                  Development Parties and the Exchanges;

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                           (d) To jointly maintain and further develop the GUI,
                  the API and other front end software for use by Users in
                  connection with trading on the Exchanges;

                           (e) To enhance and improve all of such software and
                  additional software upon which the Groups may from time to
                  time agree, while at all times maintaining a Common Source
                  Code;

                           (f) To jointly design, develop, implement, operate,
                  enhance and improve the Network;

                           (g) To prepare and train Users of the Exchanges in
                  the use of the System;

                           (h) To manage the Initial Project and other projects,
                  involving such third-party consultants and other parties as
                  the Groups may agree, related to the System;

                           (i) To offer technical services for the operation of
                  the CBOT's electronic system, and to explore further
                  synergies, including the offering of technical services for
                  the operation of other Exchanges' systems;

                           (j) To conduct member readiness activities,
                  promotional activities related to the System, and business
                  development related to Alliance activities and to collaborate
                  on product development of non-Restricted Products as the
                  Parties agree on a case by case basis;

                           (k) To establish a framework for development of
                  further cooperative initiatives of the Groups and the
                  Exchanges, including possible expansion of the Alliance; and

                           (l) To cooperate as necessary or desirable with
                  respect to regulatory matters in connection with achieving the
                  business objectives of the Alliance set forth herein.

         2.2      Cash Market.  Nothing in this Agreement shall imply any
         restrictions on Cash Market Products and activities relating thereto.

         2.3      Priority and Initiatives. The Parties agree that the Alliance
         is a matter of priority for each of them, and that they will, subject
         to the agreements reached between members of the CBOT Group on the one
         hand and members of the Eurex Group on the other hand (themselves or
         through the Joint Venture Entity or other Special Purpose Entities) or
         the decisions of the Supervisory Board or Management Committee, support
         the Alliance and the business objectives herein described with
         appropriate resources (including personnel, technical and financial
         resources) in a manner reflecting that priority and consistent with
         such agreements. Each of the Parties further agrees to in good faith
         consider, and

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         communicate with respect to, other initiatives for the Alliance
         proposed by any other Party with a view to furthering and expanding the
         business objectives of the Alliance through such initiatives as may be
         mutually agreed upon.

         2.4      Cost Sharing. It is the intention of the Parties that the
         Groups will, as a general principle, share equally in the costs of
         undertakings of the Alliance and the Special Purpose Entities that
         mutually benefit them. Specific allocations regarding financial
         responsibility will be as set forth herein and in other agreements and
         organizational documents among the Parties and their Affiliates, and,
         with respect to the matters covered in the Development Agreement, shall
         be as set forth in writing.

         2.5      Tax Implications. The Parties agree, themselves or through the
         governing bodies and the Entities formed pursuant to this Agreement, to
         consider the tax implications of the Alliance's decisions and
         activities and will, where consistent with the business objectives of
         the Alliance, endeavor to conduct such activities in the manner that is
         most favorable to the Parties from a taxation point of view.

         2.6      Access and Membership. The Alliance will encourage CBOT
         members to acquire Eurex trading privileges and Eurex members to
         acquire CBOT trading privileges. However, no member of CBOT or Eurex
         will be obliged to become a member of the other Exchange. The
         implementation of the goals of this Section 2.6 shall not require any
         Exchange to modify its rules governing access to trading privileges.
         CBOT will assist Eurex members who want to buy or lease CBOT trading
         privileges in order to have direct access to CBOT products (and thereby
         pay the same transaction fees and obtain the same functionality as CBOT
         members). CBOT members who elect not to become Eurex members can
         execute orders through any Eurex member firm and Eurex members who
         elect not to become CBOT members can have orders executed through any
         CBOT member firm either on CBOT's electronic trading system or in the
         open-outcry environment. CBOT and Eurex agree to increase the overlap
         in trading hours between their electronic markets to the maximum extent
         technically possible and acceptable to their Users.

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                                  ARTICLE III
                                  -----------

                       JOINT ACTIVITIES OF THE ALLIANCE
                       --------------------------------

         3.1      Creation of Joint Venture Entity. The Parties agree that they
will, as soon as practicable following the signing of this Agreement, on a
coordinated basis, cause Ceres Alliance and Eurex Zurich to establish an Entity
(the "Joint Venture Entity") to serve as the umbrella entity for the Alliance
and the parent for all other Special Purpose Entities (including the LLC, the
Future Development Entity, and the Network Entities). In deciding the legal form
and jurisdiction of organization of the Joint Venture Entity, the Parties will
consider, among other things, tax implications. Ceres Alliance and Eurex Zurich
will have equal ownership and voting interests in the Joint Venture Entity and
the Joint Venture Entity will have the governance structure set forth in
Articles V and VI for the Alliance. All Special Purpose Entities shall have the
governance structures described in this Agreement. The Joint Venture Entity,
itself or through the Special Purpose Entities, will undertake the activities
set forth in Article II and elsewhere in this Agreement.

         3.2      The Initial Project. The Parties agree, on a coordinated
basis, to: (i) modify the Programs consistent with the business objectives of
the Alliance; (ii) install the modified Back End for use at the CBOT; (iii)
commence maintenance of a Common Source Code as provided in Section 3.4; (iv)
test, run simulations and implement the Back End for use by CBOT and by the
Eurex Exchanges; (v) further develop and update, to the extent necessary, the
specifications for the Front End for use by Users of the Exchanges; (vi) develop
and install the Network as described in Section 3.6; (vii) connect the Network
to the Back Ends and the Front End; and (viii) engage in the member readiness
activities described in Section 3.8 in connection therewith (collectively the
"Initial Project").

         3.3      Management of the Software Development Aspects of the Initial
                  -------------------------------------------------------------
                  Project.
                  -------


         (a)      Formation of a New Limited Liability Company. The Parties
hereby agree to cause a Delaware limited liability company to be established
pursuant to the Act (the "LLC"). The purpose of the LLC shall be to conduct
management of the software development aspects of the Initial Project (except
for portions thereof conducted by the Parties or delegated to one or more
Special Purpose Entities) and any other software development efforts delegated
to it by the Groups acting jointly from time to time. Ceres Alliance and Eurex
Zurich, either directly or through the Joint Venture Entity, will have equal
ownership and voting interests in the LLC.

         (b)      Project Managers. The Parties hereby agree, once the LLC has
been formed, to cause responsibility for management of the software development
aspects of the Initial Project described in subsections (i) through (iii) and
(v) of Section 3.2 to be delegated on behalf of the Development Parties to the
LLC. The LLC shall be responsible (i) for managing such aspects of the Initial
Project and the delivery of all Technology Deliverables, and (ii) for making all
decisions related thereto on a day to day basis. The LLC shall be permitted to
authorize one or both of the

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Project Managers, one of whom will be appointed by each Group, to make day to
day decisions relating to the software development aspects of the Initial
Project. The governing documents of the LLC will make it clear that: (i) CBOT
shall have the sole authority to direct the Joint Venture Entity, the LLC and
the Project Managers regarding the addition or removal of any component
affecting the interfaces to CBOT order routing, with the exception of items that
would adversely affect compliance with the Common Source Code standard set forth
in Section 3.4, increase the expenses of any Eurex Group members under the
Development Agreement or cause delay in delivery of any other Technology
Deliverables or the achievement of any material deadline under the Development
Agreement, and (ii) Ceres Alliance and Eurex Zurich shall each have the
individual and sole authority to direct the Joint Venture Entity, the LLC and
the Project Managers regarding the addition or removal of any customizations
required by governmental or regulatory authorities having jurisdiction over
their respective Exchanges, with the exception of items that would adversely
affect compliance with the Common Source Code standard set forth in Section 3.4,
increase the expenses of a Development Party which is a member of the other
Group under the Development Agreement or cause delay in delivery of any other
Technology Deliverable or the achievement of any material deadline under the
Development Agreement.

         (c)      Testing of Technology Deliverables. The Development Parties
will agree through the Joint Venture Entity, the LLC or otherwise on the
procedures and methodologies for conducting simulation and acceptance testing
designed to verify that the Technology Deliverables operate in accordance with
and conform to the requirements of the specifications attached to the
Development Agreement. The Development Parties will adopt a common approach for
dealing with the Consultant to define the performance testing criteria (such as
criteria relating to response time, throughput, capacity and volume
requirements) and to define acceptance testing criteria. Final acceptance of the
Technology Deliverables will be contingent upon successful completion of
simulation and acceptance testing.

         (d)      Ownership of Specified Technology Deliverables under the
Development Agreement. The Parties agree that none of the Joint Venture Entity,
the LLC, any other Special Purpose Entity, the Consultant, or any other third
party shall be an owner of or have any right, title or interest in or to the
Technology Deliverables or any proprietary rights with respect thereto and the
Parties will ensure that their agreements and arrangements with the Joint
Venture Entity, the LLC, any other Special Purpose Entity, any Consultant and
any other third party contain provisions pursuant to which such Persons disclaim
any such right, title and interest and proprietary rights on the part of all
Persons other than the Development Parties. The Parties' ownership and other
interests in and proprietary rights with respect to the Technology Deliverables
are set forth in the License Agreement.

         (e)      Payments to Consultant. The Development Parties will ensure
that they are severally but not jointly liable for payment obligations under the
Development Agreement. Any material default in payment under the Development
Agreement, except in connection with a bona fide dispute with the Consultant,
shall be deemed a material breach of this Agreement.

         3.4      Maintenance of Common Source Code; Coordination of Future
Enhancements and Harmonization of Trading Systems. In order to maintain the
benefits of a harmonized

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System, the Parties agree to maintain a Common Source Code and to establish a
regular schedule of future enhancements. Each Development Party will have an
identical, up to date copy of the Common Source Code containing all such
enhancements. No enhancements to the software components of the System may be
made during the Term without the approval of the Future Development Entity and
any enhancements to the System made during the Term after the CBOT Commercial
Start shall be made jointly, through the Future Development Entity. The Parties
will establish in the Future Development Entity joint change control procedures
to coordinate all changes to the Common Source Code. The management of the
Future Development Entity or a committee appointed by it will coordinate all
requests for changes. If the Development Parties in good faith do not agree upon
the implementation of an enhancement, any Development Party shall have the right
to make such enhancement to the Common Source Code at its sole expense, but only
to the extent that such enhancement does not adversely affect compliance with
the Common Source Code standard or adversely affect the functioning of the
System. If a Development Party belonging to another Group than the Party that
made such enhancement later elects to use the enhancement (including for
purposes of subsequent enhancements), it shall promptly pay one half of the cost
incurred by the Party that initially made the enhancement to the Common Source
Code.

         3.5      Ownership of Future Enhancements. The Parties agree that none
of the Joint Venture Entity, the LLC, any Future Development Entity and any
other Special Purpose Entity, the Consultant and any other third party shall be
an owner of or have any right, title or interest in or to such enhancements or
any proprietary rights with respect thereto, and the Parties will ensure that
their agreements and arrangements with the Joint Venture Entity, the LLC, any
other Special Purpose Entity, any Consultant and any other third party contain
provisions pursuant to which such Persons disclaim any such right, title and
interest and proprietary rights on the part of all Persons other than the
Development Parties. The Parties' ownership and other interests in and
proprietary rights with respect to all such future enhancements are set forth in
the License Agreement.

         3.6      Network Maintenance and Development. The Parties agree to
cause Ceres Alliance and Eurex Frankfurt, either directly or through the Joint
Venture Entity, to enter into agreements to jointly establish one or more
Network Entities in the United States, Europe and elsewhere as the parties may
hereafter agree, to jointly develop, manage, operate and expand the Network. The
Network Entities will enter into arm's length Network agreements with certain of
the Parties or their Exchanges to provide Network services for the benefit of
the Exchanges in return for fees based on Network usage. The Parties will share
in the cost of establishing and operating the Network as to be mutually agreed.
The Parties agree that service levels under agreements with third party service
providers to the Network Entities (e.g., telecom providers (which may be an
Affiliate of any Party) ) will not favor members of one Group over members of
the other Group. In addition, the Parties will ensure that such contracts are
drafted to comply with the provisions of Section 3.6(d).

14
<PAGE>

          (a)  Network Standards.
               -----------------

          (i)  The Network Entities will arrange for the Network to be designed
          to: (A) have the capacity to handle the current and, as projected by
          the Parties, anticipated business of the Exchanges; (B) give no
          Exchange a relative advantage over another Exchange; and (C) allow
          equal access for each Exchange's products by the CBOT Commercial
          Start.

          (ii) The governing documents for each Network Entity and any agreement
          between a Network Entity and any Entity in either Group shall prohibit
          such Network Entity from supplying Network services to: (A) a member
          of the Eurex Group if the purpose or effect thereof is to make CBOT
          Restricted Products available for trading on an Exchange in the Eurex
          Group; or (B) a member of the CBOT Group if the purpose or effect
          thereof is to make Eurex Restricted Products available for trading on
          an Exchange in the CBOT Group.

          (b)  Establishment of Additional Access Points. The Network Entities
     will manage the expansion of the Network to add additional access points
     and other Network assets and services based on User demand.

          (c)  Use of Network. Except for (i) the CBOT's offering of CBOT
     Restricted Products on other existing electronic trading networks which
     offerings shall cease within six (6) months following the CBOT Commercial
     Start, and (ii) any Eurex Exchange's offering of Eurex Restricted Products
     on existing electronic trading networks which offerings shall cease within
     six (6) months following the CBOT Commercial Start, each Party within the
     CBOT Group agrees that, during the Term, such Parties and their Affiliates
     shall offer CBOT Restricted Products for electronic trading only through
     the Network, and each Party within the Eurex Group agrees that, during the
     Term, such Parties, the Eurex Exchanges and their Affiliates shall offer
     Eurex Restricted Products for electronic trading only through the Network.

          (d)  Network Entity Unwind. The Network Entities will be organized
     with mandatory "buy-out" provisions that will be triggered upon termination
     of the Alliance for any reason. These provisions will require Eurex
     Frankfurt to acquire a 100% interest in the European Network Entity or the
     European portion of the Network upon such termination and will require
     Ceres Alliance to acquire a 100% interest in the U.S. Network Entity or the
     U.S. portion of the Network. Each Network Entity will be required, for a
     minimum of three (3) years following the termination of the Alliance, to
     offer network services to the CBOT Group in the case of the European
     Network Entity, and to the Eurex Group in the case of the U.S. Network
     Entity, at the same service level offered to such Group, and on a cost
     basis consistent with the charges imposed immediately prior to termination
     of the Alliance.

          (e)  Termination of Network Services. If (i) this Agreement is
     terminated pursuant to Section 10.2 due to actions prohibited by Section
     7.2(a) or (b) or Section 3.6(c); or (ii) following the termination of the
     Alliance for any reason, any Entity in a Group that

15
<PAGE>

     continues to use network services pursuant to Section 3.6(d) engages in
     conduct prohibited by Section 7.2(a) or (b) hereof, the Entities in the
     Breaching Party's Group may be denied the post-termination network services
     (for the European portion of the Network if a member of the CBOT Group is
     the Breaching Party and for the U.S. portion of the Network if a member of
     the Eurex Group is the Breaching Party) described in Section 3.6(d)
     (beginning one hundred and eighty (180) days after the Alliance is
     terminated, if it is terminated due to the breach, or one hundred and
     eighty (180) days after failure to Remedy the breach, if the Alliance was
     already terminated before the breach occurred).

     3.7  Technical Services. The Parties agree that the Alliance will provide,
either through the Joint Venture Entity, or through one or more other Special
Purpose Entities, services necessary for the technical operation of the CBOT's
electronic market, including help desk operations and operation of the CBOT's
host computer system. However, the CBOT's obligation to enter into and maintain
any service relationship with the Joint Venture Entity is subject to the
successful negotiation of service agreements with the Joint Venture Entity
containing arm's length terms and termination provisions affording reasonable
commercial flexibility. It is the Parties' intention to explore further
synergies, including transferring technical operations of the other Exchanges to
the Alliance.

     3.8  Member Readiness. The Parties shall conduct the following activities
within the Alliance either through the Joint Venture Entity, or through one or
more other Special Purpose Entities.

          (a)  API. The API specifications have been published and the API tool
     kit will continue to be made available free of charge. Distribution of the
     API specifications and the tool kit are intended to facilitate the
     development by third parties of front end solutions that are intended to
     interface with the Network and the System.

          (b)  GUI. The Development Parties shall arrange for the distribution
     and promotion of the GUI to all Users as promptly as practicable in order
     to facilitate use of the Network and the System.

          (c)  Market and Member Readiness. As promptly as practicable after the
     execution of this Agreement, the Parties shall develop a joint hands-on
     program to educate Users on the use of the System and to prepare the market
     for its introduction (the "Member Readiness Program"). Prior to the
     commencement of the Member Readiness Program, the Parties will agree on the
     content and format of such Program and will determine the sequence and
     synchronization of the information to be disseminated to the Users and the
     User communities. In that regard, the Parties will jointly develop a
     promotional and communication framework governing contact with Users
     concerning matters relating to the Alliance. This framework and other
     material communications relating to the Alliance will be subject to the
     approval of the Management Committee. The educational portion of the Member
     Readiness Program shall be offered to interested Users a meaningful time
     prior to the CBOT Commercial Start to encourage the skilled use of the
     System upon its launch. The Parties shall negotiate and agree to a sharing
     of attendant costs and responsibilities

16
<PAGE>

     based on an equitable balance of contributions to and benefits from the
     Member Readiness Program.

           (d)  Simulation. At a reasonable time prior to the CBOT Commercial
     Start, the LLC will coordinate with the Exchanges a simulation which will
     allow the Exchanges and their Users to test their processes and confirm
     their readiness to use the System prior to each commercial start, and will
     be similar in purpose and scale to mock trading sessions conducted without
     "live" trading of products and without financial obligation arising from
     such simulated trading. The Parties shall cooperate and coordinate their
     efforts in connection with planning and conducting such simulation as they
     deem reasonable or necessary.

     3.9   Communication Infrastructure. In order to ensure that the Parties
are able to communicate effectively and promptly with one another regarding the
day-to-day administration of the Alliance and its business, the Parties agree to
install an appropriate communications infrastructure (including electronic mail
links) immediately after signing this Agreement for use by their respective
officers and employees in connection with the Alliance. Each of the Parties will
bear the costs of its compliance with this Section 3.9.

     3.10  Other Agreements. The Parties expressly agree that nothing contained
in this Agreement is intended to modify, override or amend their respective
rights, obligations and duties contained in the License Agreement except as
provided in Section 10.3 of this Agreement.

                                  ARTICLE IV
                                  ----------

                     PARTIES; REPRESENTATIONS AND WARRANTIES
                     ---------------------------------------

     4.1   Parties. The name, residence and business or mailing address of
each Party are set forth on Schedule A, as in effect from time to time. Schedule
A shall be revised from time to time to reflect any changes to a Party's name,
residence, business or mailing address.

     4.2   Representations and Warranties of Parties. Each Party hereby
represents and warrants, and Eurex Frankfurt represents and warrants on behalf
of Eurex Deutschland, to the other Parties that, as of the date of this
Agreement and as of the Effective Date:

     (i)   The execution, delivery and performance of this Agreement have been
     duly authorized by such Party;

     (ii)  To such Party's knowledge after due inquiry, execution, delivery and
     performance of this Agreement do not require such Party to obtain any third
     party consent, acquiescense or approval that has not been obtained and do
     not contravene or result in a default under any provision of law or
     regulation applicable to such Party or its governing documents or any
     agreement or instrument to which such Party is a party or by which such
     Party is bound; and

     (iii) Subject to any consents, acquiescences and approvals specifically
     described in

17
<PAGE>

     Schedule C, this Agreement is valid, binding and enforceable against such
     Party in accordance with its terms.

     4.3  Representations and Warranties of DBAG and SWX. DBAG and SWX represent
and warrant that paragraphs D, E, F, G and H of the Recitals are true and
accurate as of the Effective Date.

     4.4  Representations and Warranties of CBOT and Ceres. CBOT, Ceres and
Ceres Alliance represent and warrant that paragraphs A, B and C of the Recitals
are true and accurate as of the Effective Date.

                                   ARTICLE V
                                   ---------

                                  GOVERNANCE
                                  ----------

     5.1  Supervisory Board. The Parties hereby agree that the Alliance's
business activities, including the specific business objectives set forth in
Articles II and III will be conducted in accordance with the management and
governance provisions set forth in this Agreement. The Alliance shall be
governed by a Board of Supervisory Directors (the "Supervisory Board"), the
functions of which are to determine the general objectives, strategy and
policies of the Alliance and to advise and supervise the Management Committee.
Once the Joint Venture Entity is formed, the Supervisory Board will become the
Supervisory Board of the Joint Venture Entity. The Supervisory Board will not
directly participate in carrying out the objectives of the Alliance or its day-
to-day business activities.

          (a) The Supervisory Board shall be comprised of four (4) individuals
     (each referred to as a "Supervisory Board Member"). No Person may
     simultaneously serve as a Manager and a Supervisory Board Member, and each
     designee to the Supervisory Board must be an officer, director, or employee
     of a Party, or of an Entity that Controls a Party or is an Affiliate of
     such Party through at least 50% equity ownership.

          (b)  Each Group shall designate two (2) Supervisory Board Members by
     written notice on the Effective Date to the Parties that are members of the
     other Group. A Group shall be entitled to change any of its Supervisory
     Board designees at any time and for any reason by giving written notice to
     the Parties that are members of the other Group regarding the change in
     designation.

          (c)  In serving as a Supervisory Board Member an individual shall not
     be required to act in derogation of his fiduciary duties to, and may
     consider the interests of, the Group that designated him or any Entity
     within such Group.

     5.2  Powers of the Supervisory Board.
          -------------------------------

          (a)  Quorum. The quorum required for purposes of making any decision
     by the Supervisory Board at a meeting shall be four (4). Ceres Alliance and
     Eurex Zurich

18
<PAGE>

     shall each appoint one Supervisory Board Member to act as a Co-chairman of
     the Supervisory Board.

          (b)  Action by Supervisory Board. Except as otherwise specifically set
     forth herein, the Supervisory Board shall, by a unanimous vote, have power
     to make all decisions and take the following actions, including the
     following:

               (i)   Approving the Joint Venture Entity's annual business,
          promotional and implementation plans and any material changes thereto;

               (ii)  Supervising and monitoring the performance and resolving
          any deadlocks of the Management Committee;

               (iii) Approving any material variances in development efforts;

               (iv)  Approving the Joint Venture Entity's commencing of any new
          business activities not described in this Agreement or the cessation
          of any such business (or business previously approved under this
          Section 5.2(b)) or other material modification to the scope and
          purpose of the Alliance to the extent not constituting an amendment to
          this Agreement (in which case such action is reserved to the Parties);

               (v)   Approving any other material action or decision outside of
          the Joint Venture Entity's ordinary course of business to the extent
          not constituting an amendment to this Agreement (in which case such
          action is reserved to the Parties);

               (vi)  Adopting its own procedural rules for the conduct of the
          Supervisory Board's functions set forth in this Agreement, including
          but not limited to methods of deliberation and adoption of
          resolutions, and rules, if any, allowing for proxy participation at
          meetings;

               (vii) Acting on any other matter which does not require approval
          by the Supervisory Board hereunder, but which the Parties, the
          Supervisory Board or the Managers subsequently reserve for the
          Supervisory Board's approval.

     5.3  Meetings of the Supervisory Board.
          ---------------------------------

          (a)  Meeting Schedule. The Supervisory Board shall meet a minimum of
     once each calendar quarter, and additional meetings of the Supervisory
     Board may be called by either Co-chairman of the Supervisory Board or by
     decision of the Management Committee. The Supervisory Board will establish
     a calendar for quarterly meetings at its first meeting, which will occur as
     soon as practicable after the Effective Date. The Supervisory Board Members
     must be given notice of additional unscheduled meetings a minimum of
     fifteen (15) Business Days in advance.

19
<PAGE>

          (b)  Location. The location for the Supervisory Board meetings will
     alternate between the offices of the CBOT in Chicago, Illinois and the
     offices of a Eurex Group member in either Frankfurt or Zurich, or will take
     place at such other locations as the Supervisory Board shall from time to
     time agree. For meetings at the CBOT offices, the Ceres Alliance designee
     as Co-chairman will chair the Supervisory Board meeting, and for meetings
     at a Eurex Group member's offices, the Eurex Zurich designee as Co-chairman
     will chair the Supervisory Board meeting. Meetings held at other locations
     shall be chaired by the Co-chairmen on an alternating basis.

          (c)  Telephonic Participation. Supervisory Board Members may
     participate in any meetings by means of a conference telephone or other
     telecommunication equipment by which all Persons participating in the
     meeting can hear each other at the same time. Such participation shall
     constitute presence in person at the meeting and shall be counted for
     purposes of determining whether a quorum exists. Telephonic or other
     connections will be arranged at the meeting location by the host Party.

          (d)  Action by Written Consent. The Supervisory Board may take any
     action required or permitted to be taken at a meeting without a meeting and
     without a vote if all of the Supervisory Board Members sign a written
     consent describing and approving the action to be taken before such action
     is taken.

20
<PAGE>

                                  ARTICLE VI
                                  ----------

                                  MANAGEMENT
                                  ----------

     6.1  Management Committee. The Alliance shall be managed by a management
committee ("Management Committee"), which shall consist of eight (8) managers,
four (4) of whom shall be appointed by Ceres Alliance and four (4) of whom shall
be appointed by Eurex Zurich (the "Managers"). Each of Ceres Alliance and Eurex
Zurich shall designate a person from its designees as Managers to serve as a
Co-Chairman of the Management Committee. Except for decisions which require the
approval of the Parties or the Supervisory Board, the day to day operations of
the Alliance shall be managed by and carried out under the direction of the
Management Committee. Once the Joint Venture Entity is formed, the Management
Committee will become the Management Committee of the Joint Venture Entity. In
serving as a Manager an individual shall not be required to act in derogation of
his fiduciary duties to, and may consider the interests of, the Group that
designated him or any Entity within such Group.

     6.2  Powers/Responsibilities of Management Committee.
          -----------------------------------------------

     (a)  Quorum. The quorum required for purposes of making any decision by the
Management Committee at a meeting shall be a total of six (6), three (3) of whom
must be Managers designated by the Ceres Alliance and three (3) of whom must be
Managers designated by Eurex Zurich.

     (b)  Action by Management Committee. Subject to the supervision of,
powers reserved to and approvals required from the Supervisory Board as set
forth in Article V hereof, and the other provisions of this Agreement, the
Management Committee shall in general carry out the business objectives set
forth herein, and shall take the following specific actions by Majority vote:

          (i)   Implement the specific business objectives, strategies and
     policies of the Alliance;

          (ii)  Monitor the activities of any employees or consultants retained
     or appointed by the Parties to implement business objectives of the
     Alliance;

          (iii) Formulate and present the annual business, marketing and
     implementation plans for the Alliance to the Supervisory Board;

          (iv)  Report on the progress of the Alliance's business initiatives to
     the Supervisory Board;

          (v)   Coordinate as to form, content, timing and synchronization
     between the Exchanges' marketing and advertising programs regarding the
     Alliance and communications and contact with Users regarding the Alliance
     (including the Member Readiness Program);

21

<PAGE>

                  (vi)     Approve any service or activity performed by or
         obtained from a Party or an Affiliate thereof on behalf of the
         Alliance;

                  (vii)    Adopt its own procedural rules for the conduct of the
         Management Committee's functions set forth in this Agreement, including
         but not limited to methods of deliberation and adoption of resolutions,
         and rules, if any, allowing for proxy participation at meetings;

                  (viii)   Take or make any other action or decision as
         expressly required elsewhere in this Agreement; and

                  (ix)     Act on any other matter which does not require
         approval by the Management Committee hereunder, but which the Parties,
         the Supervisory Board or the Managers subsequently reserve for the
         Management Committee's approval.

         6.3      Meetings of the Management Committee.
                  ------------------------------------

         (a)      Meeting Schedule. The Management Committee shall meet a
minimum of once each calendar month, and additional meetings of the Management
Committee may be called by either Co-chairman of the Management Committee or by
decision of the Supervisory Board. The Management Committee will establish a
calendar for monthly meetings at its first meeting, which will occur as soon as
practicable after the Effective Date. The Managers must be given notice of
additional unscheduled meetings a minimum of five (5) Business Days in advance.

         (b)      Location. The location of the Management Committee meetings
will alternate between the offices of the CBOT in Chicago, Illinois and the
offices of a member of the Eurex Group, in Frankfurt or Zurich, or will take
place at such other locations as the Management Committee may agree from time to
time. For meetings at the CBOT offices, the Ceres Alliance designee as Co-
chairman will chair the Management Committee meeting, and for meetings at the
Eurex's offices, the Eurex Zurich designee as Co-chairman will chair the
Management Committee meeting. Meetings held at other locations shall be chaired
by the Co-chairmen on an alternating basis.

         (c)      Telephonic Participation. Managers may participate in any
meetings by means of a conference telephone or other telecommunication equipment
by which all Persons participating in the meeting can hear each other at the
same time. Such participation shall constitute presence in person at the meeting
and shall be counted for purposes of determining whether a quorum exists.
Telephonic or other connections will be arranged at the meeting location by the
host Party.

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<PAGE>

                                  ARTICLE VII
                                  -----------

                     ADDITIONAL COVENANTS AND UNDERTAKINGS
                     -------------------------------------

                                OF THE PARTIES
                                --------------

         7.1      Special Purpose Entities. The Parties hereby agree to
cooperate to cause to be executed, filed and recorded all such certificates and
documents and to cause to be performed such other acts as may be necessary or
appropriate to comply with all requirements for the formation, continuation and
operation of any of the Special Purpose Entities, their ownership of property,
and the conduct of business under the laws of the applicable jurisdictions in
which the Special Purpose Entities may own property or conduct business. The
Joint Venture Entity will have the governance and management structure set forth
in Articles V and VI. To the extent possible under the applicable laws of the
jurisdictions in which the Special Purpose Entities other than the Joint Venture
Entity are organized, the governing documents of such entities shall incorporate
a governance and management structure that is consistent with the structure set
forth in Articles V and VI. The specific powers and decision making authority
conferred on the Supervisory Boards and Management Committees, or equivalent
bodies, of the Special Purpose Entities shall be consistent in nature with the
authority in each case set forth in Articles V and VI and with the specific
business objectives of such entities and will include the power and authority to
establish budgets and to enter into contracts and agreements consistent with the
business objectives of the Alliance as set forth in this Agreement.

         7.2      Certain Restrictions.
                  --------------------

         (a)      CBOT Group. Each Party within the CBOT Group agrees that
during the Term of this Agreement and for a period of four (4) years thereafter,
neither it nor any of its Affiliates will, without the prior written consent of
Eurex Zurich and Eurex Frankfurt, (1) offer trading of any Eurex Restricted
Products, or (2) enter into or otherwise participate in any business venture or
arrangement similar to the Alliance with any Person if the purpose or effect of
such business venture or arrangement is to offer Eurex Restricted Products for
trading or to otherwise support such Person in the offering of such products for
trading (including profit sharing or cost sharing related to the trading, or
facilities for trading, of Eurex Restricted Products), including through
participation with such Person as an Affiliate of or joint venturer with such
Person that will engage in such activities. Subsection (a)(2) hereof is meant to
apply to participation by any member of the CBOT Group in such business ventures
or arrangements that, through the sharing or development of network facilities
or software licensing, support trading of Eurex Restricted Products. Each Party
within the CBOT Group agrees to use its best efforts to cause its Affiliates to
comply with this Section 7.2(a), it being understood that a failure to comply
with this Section 7.2(a) by either a CBOT Group member or any of their
Affiliates will be deemed a violation by the Parties within the CBOT Group of
this provision. The Parties agree that the consent referred to above shall not
be unreasonably withheld if a CBOT Group member or any of its Affiliates
proposes (i) to offer trading of any Eurex Restricted Product where (a) that
Eurex Restricted Product is clearly principally traded or quoted within the
North American countries listed in Schedule D and (b) the underlying of that
Eurex Restricted Product is clearly principally traded or quoted within such

23
<PAGE>

North American countries; or (ii) involvement in a business venture or
arrangement where (a) each Eurex Restricted Product concerned is clearly
principally traded or quoted outside of any of the European countries listed in
Schedule D and (b) the underlying of each Eurex Restricted Product concerned is
clearly principally traded or quoted outside of such European countries.

         (b)      Eurex Group. Each Party within the Eurex Group agrees that
during the Term of this Agreement and for a period of four (4) years thereafter,
neither it nor any of its Affiliates will, without the prior written consent of
the CBOT, (1) offer trading of any CBOT Restricted Products, or (2) enter into
or otherwise participate in any business venture or arrangement similar to the
Alliance with any Person if the purpose or effect of such business venture or
arrangement is to offer CBOT Restricted Products for trading or to otherwise
support such Person in the offering of such products for trading (including
profit sharing or cost sharing related to the trading, or facilities for
trading, of CBOT Restricted Products), including through participation with such
Person as an Affiliate of or joint venturer with such Person that will engage in
such activities. Subsection (b)(2) hereof is meant to apply to participation by
any member of the Eurex Group in such business ventures or arrangements that,
through the sharing or development of network facilities or software licensing,
support trading of CBOT Restricted Products. Each Party within the Eurex Group
agrees to use its best efforts to cause its Affiliates to comply with this
Section 7.2(b), it being understood that a failure to comply with this Section
7.2(b) by either a Eurex Group member or any of their Affiliates will be deemed
a violation by the Parties within the Eurex Group of this provision. The Parties
agree that the consent referred to above shall not be unreasonably withheld if a
Eurex Group member or any of its Affiliates proposes (i) to offer trading of any
CBOT Restricted Product that is not an agricultural derivative product where (a)
that CBOT Restricted Product is clearly principally traded or quoted within the
European countries listed in Schedule D and (b) the underlying of that CBOT
Restricted Product is clearly principally traded or quoted within such European
countries; or (ii) involvement in a business venture or arrangement where (a)
each CBOT Restricted Product concerned is clearly principally traded or quoted
outside of any of the North American countries specified in Schedule D and (b)
the underlying of each CBOT Restricted Product concerned is clearly principally
traded or quoted outside of such North American countries. For purposes of this
Agreement, the securities commonly known as "Yankee Bonds", and derivative
products based thereon, and U.S. Dollar denominated bank deposits located
outside of the United States, commonly known as "Eurodollars", and derivative
products based on interest rates thereon, are considered to be not clearly
principally traded or quoted outside of any of the North American countries
specified in Schedule D.

         (c)      Rights on Termination. If any Party terminates this Agreement
because of another Party's violation of this Section 7.2 or terminates any
post-termination network use pursuant to Section 3.6(e), the rights of the
Breaching Party's Group to enforce any of the provisions of Section 7.2(a) or
7.2(b) related to Restricted Products and similar business ventures or
arrangements or Section 3.6(d) related to Network Entity Unwind shall cease.

         (d)      Equitable Relief. Each Party hereby acknowledges, on behalf of
itself and its Affiliates, that a material breach of the provisions of this
Section 7.2 would cause irreparable harm for which money damages could not make
the injured party whole, and hereby consents, on behalf of itself and its
Affiliates to any order entered by any arbitral tribunal or court of competent

24
<PAGE>

jurisdiction prohibiting it from such violation or to any other available
equitable or injunctive relief. This paragraph is not intended to limit in any
way the availability of or the use of other legal or equitable remedies by the
Parties.

         7.3      Regulatory Frustration. (a) The Parties acknowledge that the
achievement of the business objectives of the Alliance may require or be
facilitated by the action, approval or acquiescence of regulatory authorities.
The Parties agree to cooperate diligently and in good faith to pursue such
regulatory actions, approvals and acquiescenses, which may include the issuance
of rules, decisions, orders, interpretations, approvals, exemptions,
forbearances, concurrences, acquiescences, no-action letters or other relief or
comfort that is appropriate or necessary to achieve the material business
objectives of the Alliance and other material purposes of this Agreement (each a
"Regulatory Action"). In pursuit of Regulatory Action, the Parties agree to make
all necessary filings and to take such other appropriate steps with such
regulatory authorities having jurisdiction over the activities of the Alliance,
the Parties, their Affiliates, or the Special Purpose Entities, to participate
in meetings with and to provide information to such regulatory authorities, and
to take, in each case to the extent commercially reasonable, actions to attempt
to promote Regulatory Action to reverse or ameliorate the effects of an adverse
action of such regulatory authorities.

         (b)      Notwithstanding clause (a), the Parties acknowledge that if
(i) as a result of the failure by the CFTC or any other regulatory authority in
the United States to take Regulatory Action, interested CBOT Users in the United
States do not have access to the electronic trading of products of the Eurex
Exchanges on such Exchanges on terms not materially more restrictive to any
Parties in the Eurex Group or Users of the Eurex Exchanges than those to which
Deutsche Terminborse (now Eurex Deutschland) is subject under the CFTC
Interpretive Letter issued with regard to Eurex Deutschland on August 10, 1999
(the "Eurex No-Action Letter") or (ii) as a result of a similar failure to take
Regulatory Action on the part of any European regulatory authority, interested
Eurex Users in Europe do not have access to the electronic trading of products
of the CBOT on the CBOT on terms not materially more burdensome to any Parties
in the CBOT Group or Users of the CBOT than those existing on the date hereof,
then the following sentence will apply. In that case, members of the Group whose
Users do not have such access will not be subject to the provisions of clause
(a) to the extent that (x) such Parties would thereby be required to take action
inconsistent with the policies of any regulatory authority in Europe (in the
case of clause (i)) or in the United States (in the case of Clause (ii)) adopted
in response to or in connection with such failure or (y) such Parties recommend
to any such regulatory authority the adoption of policies in response to or in
connection with such failure and take actions consistent with such policies,
even if such actions will not otherwise be permitted by clause (a).

         (c)      If one Group finds that the failure of a regulatory authority
to take Regulatory Action causes the achievement of the material business
objectives of the Alliance or other material business purposes of this Agreement
to become legally or commercially impossible or impracticable, then it may so
notify the Parties in the other Group in a writing that specifies such failure
of a regulatory authority to take Regulatory Action and the manner in which such
failure causes the achievement of the material business objectives of the
Alliance or other material purposes of this Agreement to become legally or
commercially impossible or impracticable

25
<PAGE>

("Notice of Regulatory Frustration"). The Parties shall then renegotiate the
affected terms of this Agreement in good faith to permit the achievement of the
Alliance's business objectives and material purposes of this Agreement to the
maximum extent possible under the circumstances and to continue to pursue such
Regulatory Action with the goal of restoring the original provisions of this
Agreement.

         (d)      (i)    If, after the Notice of Regulatory Frustration, but in
         no event earlier than six (6) months following the CBOT Commercial
         Start, the Group that delivered the Notice of Regulatory Frustration
         has satisfied its obligations under the other provisions of this
         Section 7.3 (including the obligation to renegotiate the affected terms
         in good faith) and in good faith believes that there is no reasonable
         expectation that the material business objectives of the Alliance or
         other material purposes of this Agreement will be legally and
         commercially possible or practicable to achieve within a reasonable
         period of time, then that Group, through its Parties, may submit a
         Notice of Termination to the Parties in the other Group in accordance
         with Section 10.2(i). Such notice shall describe in writing why such
         Group believes that there is no such reasonable expectation.

                  (ii)   Such termination shall not constitute a breach of this
         Agreement by any Party and shall not support a claim for damages
         against any Party.

                  (iii)  If a Group terminates this Agreement on the basis of
         this Section 7.3, then each Exchange within such Group shall be
         required to use the network facilities offered to it under Section
         3.6(e) hereof, to the extent that the Regulatory Action does not make
         such continued usage legally or commercially impossible or
         impracticable, for the three (3) years following the effective date of
         the termination on terms no less favorable than those applicable under
         this Agreement during the six (6) months prior to such termination.

         (e)      The Eurex Group acknowledges that, if the CFTC or any U.S.
derivatives regulator prescribes conditions under which a non-U.S. Exchange
could be accessed electronically from the United States (the "Rule") that
imposes conditions on the Eurex Exchanges that are not materially different in
substance than those imposed in the Eurex No-Action Letter, no Eurex Party shall
have the right to deliver a Notice of Regulatory Frustration or notice of
termination in respect of the Rule (taken on its own, as opposed to in
combination with, or in the absence of, any other Regulatory Action).

         (f)      If Regulatory Action has not been sought by or on behalf of an
Exchange, then any Notice of Regulatory Frustration delivered on behalf of such
Exchange by its Group shall be void and without effect. The Eurex Group
acknowledges that Regulatory Action has not been sought yet in the United States
by or on behalf of Eurex Zurich.

         7.4      Fees. Nothing herein shall be construed as limiting the
ability of the Parties or the Exchanges to maintain independent fee structures
and determine their own fees for their services.

         7.5      Marketing of Common Source Code. The Common Source Code is
likely to have other profitable applications for third parties. Furthermore, the
License Agreement contains certain

26
<PAGE>

restrictions on the Development Parties' ability to distribute the Programs or
modifications thereto. Therefore, the Development Parties will agree on policies
and procedures for jointly marketing and/or sub-licensing the Common Source
Code, including 50/50 revenue sharing arrangements with respect thereto, with
the understanding that the Parties will first endeavor to cooperate on marketing
the Common Source Code and if one or more Parties in the other Group elects not
to take part in such marketing, the Group entering into any third party
licensing arrangement must prohibit such third party and its Affiliates from
using the Common Source Code to offer trading of the Restricted Products of the
other Group and provide appropriate remedies, including termination, if such
third party or any of its Affiliates breach such restriction.

         7.6      Trademarks and Trade Names. As promptly as practicable and in
any case before the CBOT Commercial Start, the Parties shall agree regarding the
identification, use and licensing of trade names and trademarks to be used in
connection with the Alliance.

         7.7      Public Disclosure/Marketing. Each Party individually may
disclose the general concept of involving itself in the Alliance to promote
trading on the Exchanges and to market that concept. Consistent with Sections
6.2(b) and 3.8(c), the Parties will coordinate all marketing and advertising
programs relating to Alliance activities which are aimed at Users or potential
Users through the Management Committee, or any applicable Special Purpose
Entity, in cooperation with their respective marketing staffs. In addition, the
Parties or their Affiliates may issue individual or joint press releases, or
other public communications, regarding the specifics of the business
relationships or activities of the Alliance, as long as (i) such Parties'
communications staffs have jointly approved such issuance in advance, and (ii)
such issuance is consistent with Article IX and any provision established by or
at the direction of the Management Committee relating to communication with
Users.

         7.8      U.S. Equity Options. The Parties will move as quickly as
possible to cause U.S. equity options to be available for trading on the System.
The CBOT Group shall consider all proposals regarding a U.S. equity options
participant expeditiously and in good faith to accomplish this goal (including
revenue sharing).


                                 ARTICLE VIII
                                 ------------

                              RECORDS AND REPORTS
                              -------------------

         8.1      Records. The Parties, or the Joint Venture Entity after it is
formed, shall keep or cause to be kept, complete and accurate records of all
meetings and actions of the Supervisory Board and Management Committee.

         8.2      Reports. On or before the 90th day following the end of each
calendar year during the term of this Agreement, the Management Committee shall
cause each Party to be furnished with a report regarding the business
initiatives accomplished by the Alliance during the past calendar year, and also
may cause to be prepared or delivered such other reports as they may deem
appropriate. In addition, the charter documents of any Special Purpose Entity
shall provide for

27
<PAGE>

preparation of customary records and periodic reports, including financial
reports, and shall afford their respective governing bodies and equity
participants with copies of or access to such records and reports.

         8.3      Review. The governing documents of the Special Purpose
Entities will provide each Party the right, at all reasonable times and upon
reasonable notice during normal business hours, to audit, examine and make
copies of or extracts from the records and reports of the Special Purpose
Entities for any purpose reasonably related to such Party's interest as a Party.
Such right may be exercised through any agent or employee of such Party
designated by it or by a certified public accountant designated by such Party. A
Party shall bear all expenses incurred in any examination made on such Party's
request.

                                  ARTICLE IX
                                  ----------

                                CONFIDENTIALITY
                                ---------------

         9.1      Protection of Confidential Information. The Parties
acknowledge that they have received and will receive confidential information in
connection with this Agreement and the transactions contemplated hereby related
to and including trade secrets and business information regarding the business,
financial situation, products and prospects of the other Parties and their
Affiliates ("Confidential Information"). For purposes hereof, Confidential
Information shall include but not be limited to (i) all documents and other
media given or shown to Parties that are members of the other Group containing
the legend, "Confidential," (ii) all documents, other media and other
information (whether or not in written form) ancillary or related to such
documents, (iii) all documents, other media and other information (whether or
not in written form) prepared by the receiving Party to the extent that they
contain, reflect or are based upon, in whole or in part, any Confidential
Information furnished by the disclosing Party, (iv) except as set forth in any
marketing plan or press release to which the Parties mutually agree in writing
pursuant to Section 7.7, all information related to the subject matter of this
Agreement, (v) all information that is Confidential Information as defined in
Section 7.3 of the License Agreement, and (vi) all information that was both
delivered and deemed confidential pursuant to those agreements by and among, or
for the benefit of, certain Parties dated May 31, June 8, July 31, September 17,
November 19, and December 29, 1998, and August 19, 1999, as each of them may be
extended. Confidential Information shall not include any information: (i) which
becomes generally available to the public other than as a result of a breach of
this Section 9.1, (ii) which is received from a third party provided that the
third party is not bound by an obligation of confidentiality with respect to
such information, or (iii) which was legally in a Party's possession without
obligations of confidentiality prior to such information being furnished as
Confidential Information. The Parties agree that all Confidential Information
will be used only for the purpose of evaluating and completing the transactions
and business objectives contemplated herein. The receiving Party of each item of
Confidential Information shall use reasonable efforts, taking into account the
materiality and proprietary nature of the particular Confidential Information,
to protect such Confidential Information from unauthorized use or disclosure
(intentional, inadvertent or otherwise) and, in any event, shall exercise at
least the same reasonable level of care to avoid any such unauthorized use or
disclosure as it uses to protect its own information of a like nature.
Notwithstanding the foregoing,

28
<PAGE>

the Parties may disclose Confidential Information to third parties with the
prior written consent of the other Parties hereto, and the Parties shall be free
to disclose Confidential Information without the consent of the other Parties to
their attorneys and accountants, their clearing organizations, and to
governmental entities and applicable self-regulatory organizations in connection
with obtaining regulatory approvals to the extent necessary and reasonably
appropriate to obtain such approvals or as otherwise required by law, rules of,
or direction by, regulatory authorities having jurisdiction over the disclosing
Party, and only to the extent required by or reasonably requested by such
authority, as well as to their directors, employees, attorneys, consultants and
agents on a need-to-know basis in connection with their duties, as long as such
Persons are advised of the confidential nature of such information and their
obligation to protect it as confidential and are bound by confidentiality
undertakings consistent with this Section 9.1. If this Agreement is terminated
for any reason, the receiving Parties of each item of Confidential Information,
including documents, contracts, records or properties, shall return it to the
disclosing Party thereof or, in the receiving Party's discretion, destroy it and
provide a certification to the other Group that all such Confidential
Information has been returned or destroyed immediately after termination, except
to the extent that retention of any Confidential Information is expressly
permitted by any other written agreement among the Parties or their Affiliates.
The provisions of this paragraph shall survive the termination of this
Agreement. The provisions of the License Agreement, including Section 7 thereof,
shall not be affected by any provision of this Section 9.1.

         9.2      Remedies. The Parties acknowledge that a remedy at law for any
breach or threatened breach of the provisions of Section 9.1 would be inadequate
and the Parties therefore agree that they shall be respectively entitled to
injunctive relief or other equitable relief in case of any such breach or
threatened breach by another Party hereto.

                                   ARTICLE X
                                   ---------
                             TERM AND TERMINATION
                             --------------------

         10.1     Term. The term of this Agreement (the "Term") shall commence
on the date hereof (the "Effective Date"), shall continue in effect for five (5)
years, and shall automatically renew for successive five (5) year terms, unless
terminated pursuant to Section 10.2.

         10.2     Termination.  This Agreement and the Alliance shall terminate
upon the first to occur of the following:

         (a)      The expiration of the Term (including any renewals of the
Term), if any Party gives notice of its intent to terminate this Agreement
within sixty (60) days prior to the expiration of the fourth year of the then-
current Term;

         (b)      Unanimous written consent of the Parties;

         (c)      Notice from a Party in the CBOT Group, if a Change of Control
occurs with respect to any member of the Eurex Group that is material (in the
context of the business objectives of the Alliance) and, prior to or within ten
(10) days following such Change of Control, such Eurex Group

29
<PAGE>

member and any direct parent entity of such member do not provide the CBOT Group
with: (i) notice of such Change of Control, and (ii) written assurances
reasonably satisfactory to the CBOT Group (in the context of the business
objectives of the Alliance), that the Person subject to the Change of Control
and its direct parent will continue their respective businesses for the
remainder of the Term in the ordinary course and without material change (in the
context of the business objectives of the Alliance), despite the Change of
Control.

         (d)      Notice from a Party in the Eurex Group, if a Change of Control
occurs with respect to any member of the CBOT Group that is material (in the
context of the business objectives of the Alliance) and, prior to or within ten
(10) days following such Change of Control, such CBOT Group member and any
direct parent entity of such member do not provide the Eurex Group with: (i)
notice of such Change of Control, and (ii) written assurances reasonably
satisfactory to the Eurex Group (in the context of the business objectives of
the Alliance), that the Person subject to the Change of Control and its direct
parent will continue their respective businesses for the remainder of the Term
in the ordinary course and without material change (in the context of the
business objectives of the Alliance) despite the Change of Control.

         (e)      Notice from a Party, (i) if an arbitration panel has
determined pursuant to Section 12.2 that a Party in the other Group (or in the
case of Section 7.2, a Party in the other Group or its Affiliate) has materially
breached any material provision of this Agreement, and there has been no Remedy
of such breach by such Party, provided that such notice is given within sixty
(60) days after such arbitration decision has been rendered; or (ii) an
arbitration panel has determined pursuant to Section 9.3 of the License
Agreement that a Party in the other Group has materially breached any material
provision of the License Agreement, and there has been no Remedy, as such term
is used herein, by such Party of such breach, provided such notice is given
within sixty (60) days after such arbitration decision has been rendered and
provided that the remedies for such breach are not otherwise restricted under
the License Agreement (e.g., Sections 5.2 and 6.5 of the License Agreement
regarding remedies for breach of Licensor's warranties under Section 5.1 and
remedies for breach of Licensee's failure to pay licensee fees under Sections
6.1 or 6.2, respectively).

         (f)      Fifteen (15) days after notice from a Party (the "Terminating
Party") of its intent to terminate this Agreement ("Notice of Termination"), if:

         (i)      A Party in the other Group ("Breaching Party"), or an Exchange
         in the Breaching Party's Group, or any of their respective Affiliates
         has offered Restricted Products of the Breaching Party's Group for
         electronic trading otherwise than through the Network in violation of
         Section 3.6(c), and has failed to Remedy, and such action has caused
         material harm to or poses an obvious threat of material harm to the
         business interests of any Entity in the Terminating Party's Group or
         the Alliance; or

         (ii)     The Breaching Party, or any Exchange in the Breaching Party's
         Group, or any of their respective Affiliates has offered Restricted
         Products of the Terminating Party's Group for trading in a manner which
         violates the restrictions on the Breaching Party's Group set forth in
         Section 7.2 and has failed to Remedy,

30
<PAGE>

         (iii)    The Breaching Party, or any Exchange in the Breaching Party's
         Group, or any of their respective Affiliates, has entered into a
         business venture or arrangement similar to the Alliance in a manner
         which violates the restrictions on the Breaching Party's Group set
         forth in Section 7.2, has failed to Remedy, and such action has caused
         material harm to or poses an obvious threat of material harm to the
         business interests of any Entity in the Terminating Party's Group; or

         (iv)     Any member of the Breaching Party's Group has failed to submit
         to the arbitration procedure set forth in Section 12.2 or to appoint an
         arbitrator as required thereby in each case within the periods set
         forth in Section 12.2;

         (g)      Fifteen (15) days after Notice of Termination from any Party
in the CBOT Group, if a Party in the Eurex Group has committed the following
serious material breach, has failed to Remedy such serious material breach and
such breach has caused material harm to or poses an obvious threat of material
harm to the business interests of any Entity in the CBOT Group:

         Either Licensor (as defined in the License Agreement) has granted a
         license of any portion of the Programs to any Entity that is a CBOT
         Competitor (as defined in the License Agreement), or has permitted any
         previously granted license to continue for more than thirty (30) days
         after the date upon which the licensee becomes a CBOT Competitor; or

         (h)      Fifteen (15) days after Notice of Termination from any Party
in the Eurex Group, if a Party in the CBOT Group has committed any of the
serious material breaches set forth in clauses (i) through (iv), inclusive,
below, has failed to Remedy such serious material breach, and such breach has
caused material harm to or poses an obvious threat of material harm to the
business interests of any Entity in the Eurex Group:

         (i)      Any obvious use of the Programs other than to provide and
         support electronic trading facilities for Users for the trading of
         products on the CBOT in breach of Section 2.1 of the License Agreement;

         (ii)     Any sublicense of the Programs to any third party in violation
         of Section 2.2 of the License Agreement;

         (iii)    The Licensee (as defined in the License Agreement) has granted
         a sublicense of any portion of the Programs to any Entity that is a
         Eurex Competitor (as defined in the License Agreement), or has
         permitted any previously granted sublicense to continue for more than
         30 days after the date upon which the sublicensee thereof becomes a
         Eurex Competitor; or

         (iv)     Any disclosure of any material portion of the source code of
         the Programs in violation of Section 2.4 of the License Agreement.

         (i)      Sixty (60) days following a Notice of Termination by any Party
pursuant to Section 7.3(d)(i).

31
<PAGE>

         (j)      In the event of Incapacity of any Party; unless within ninety
(90) days of the occurrence of such event, all Parties in the Group to which the
Incapacitated Party does not belong elect to continue the Alliance pursuant to
the terms of this Agreement.

         10.3     Relationship to License Agreement. Termination of the License
Agreement by Licensee (as defined in the License Agreement) pursuant to Section
8 thereof does not entitle the CBOT Group Parties to terminate this Agreement.
Further, for purposes of Section 6 of the License Agreement, only a breach
described in Sections 3.3(e) and 10.2(f) and (h) shall be deemed to be a
material breach of a material provision of this Agreement. Nothing in this
Section 10.3 shall be deemed to limit any other termination rights, remedies, or
arbitration provisions set forth in this Agreement or in the License Agreement.

         10.4     Wrongful Termination. In the event that a Party terminates
this Agreement pursuant to Section 10.2(f), (g) or (h), any Party in the other
Group can submit to arbitration pursuant to Section 12.2 the question of whether
the purported Breaching Party materially breached a material provision of this
Agreement or the License Agreement, as applicable. The existence of such
arbitration shall not delay such termination. If the arbitration panel concludes
that the purported Breaching Party did not so materially breach a material
provision of this Agreement or the License Agreement, termination of this
Agreement by the Terminating Party shall be deemed a material breach of a
material provision of this Agreement for all purposes hereof except as expressly
set forth in Section 10.3.

                                  ARTICLE XI
                                  ----------
                                INDEMNIFICATION
                                ---------------

         11.1     Indemnification.
                  ---------------

         (a)      The Parties belonging to each Group (the "Indemnifying Group")
will indemnify and hold harmless each Entity in the other Group and/or their
respective officers and directors (the "Indemnified Persons") from and against
any and all losses, claims, damages, costs, expenses, liabilities and reasonable
attorneys' fees (collectively "Damages") awarded against any of the Indemnified
Persons as the result of, in connection with or relating to a Covered Claim (as
hereinafter defined) or incurred by any of them in connection with the defense
thereof, upon the terms set forth in this Section 11.1.

         (b)      Promptly after receipt by any of the Indemnified Persons of
notice of the commencement of any Covered Claim, such Indemnified Person shall,
if a claim in respect thereof is to be made against the Indemnifying Group,
notify the Indemnifying Group in writing of the commencement thereof, but the
omission to notify the Indemnifying Group shall not relieve any member of the
Indemnifying Group from any liability which it may have to any Indemnified
Person otherwise than under clause (a). If any action is brought against any
Indemnified Person and it has notified the Indemnifying Group of the
commencement thereof, the Indemnifying Group shall be entitled to assume the
defense thereof, with counsel reasonably satisfactory to such Indemnified Person
(which counsel shall not, except with the consent of such Indemnified Person,
which consent shall not be unreasonably withheld, be counsel to any Party in the
Indemnifying Group).

32
<PAGE>

An Indemnified Person shall cooperate fully in its defense and shall execute
such retention, joint defense (in the case of multiple defendants) and
standstill agreements as such counsel deems reasonably appropriate for purposes
of the Indemnified Person's defense. An Indemnified Person shall have the right
at its own expense, to participate in its defense; provided, however, that,
after notice from the Indemnifying Group to such Indemnified Person of the
Indemnifying Group's election so to assume the defense of the action, the
Indemnifying Group shall not be liable to such Indemnified Person under this
Section 11.1 for any legal expenses of other counsel. The Indemnified Person
shall have no right to consent to judgement or agree to a settlement of a
Covered Claim without the written consent of the Indemnifying Group, which shall
not be unreasonably withheld, unless the Indemnified Person waives its right to
defense and the indemnification hereunder. If the Indemnifying Group or the
Indemnified Person reasonably determines that a conflict of interest has arisen
in the representation by the attorneys appointed by the Indemnifying Group, new
counsel (reasonably satisfactory to the Indemnified Person as aforesaid) shall
be appointed by the Indemnifying Group for the Indemnified Person at the
Indemnifying Group's expense. The Indemnifying Group shall not, without the
prior written consent of the Indemnified Persons, effect any settlement of any
pending or threatened proceeding in respect of which any Indemnified Person is
or could have been a party and indemnity could have been sought hereunder by
such Indemnified Persons, unless such settlement includes an unconditional
release of such Indemnified Person from all liability on the Covered Claim(s)
that is the subject matter of such proceeding. Upon satisfaction by the
Indemnifying Group of its obligations to the Indemnified Persons with respect to
a Covered Claim, the Indemnified Persons will assign to the Indemnifying Group
any rights or causes of action against any third parties available in connection
with the Covered Claim.

         (c)      For purposes of the foregoing, a "Covered Claim" shall mean,
as to the Indemnifying Group, a claim brought by a User, member, lessee or
equity holder of an Exchange within the Indemnifying Group, a client or customer
of a User, member, lessee or equity holder of such Exchange, or any other Person
involved in or connected with the trading community of such Exchange, in that
Person's capacity as such, and relating to or arising out of the use of the
System by any such Person, on its own behalf or on behalf of any other Person,
the business or activities of the Alliance or the transactions contemplated in
this Agreement, but shall not include any claim to the extent that such claim:

         (i)      Is covered by insurance maintained by any of the Indemnified
         Persons (but without obligation to maintain any such insurance); or

         (ii)     Arises out of or is attributable to:

                  (A)      The gross negligence or willful misconduct of any of
                  the Indemnified Persons; or

                  (B)      A violation by any Indemnified Person of regulatory
                  requirements (including antitrust, competition, U.S. Commodity
                  Exchange Act, telecommunications, international trade,
                  banking, tax, patent, etc.).

33
<PAGE>

         (d)      The Parties agree that the constitutive documents of or other
agreements relating to the Joint Venture Entity and any Special Purpose Entities
will contain provisions effectuating the principles set forth in this Section
11.1 in such Joint Venture Entity and Special Purpose Entities. To the extent
that the Joint Venture Entity or any Special Purpose Entity pays or suffers any
Damages arising out of or based upon any Covered Claim, the Indemnifying Group
shall make all future contributions to such Joint Venture Entity or Special
Purpose Entity agreed to be made under such Joint Venture Entity or Special
Purpose Entity's constitutive documents that would otherwise have to be made by
the Indemnified Parties or any of them until an amount has been so contributed
to such Joint Venture Entity or Special Purpose Entity equal to the amount of
such Damages.

         (e)      The Parties agree to include in the rules of their respective
Exchanges and in the Parties' agreements with third parties relating to the
activities of the Alliance, where applicable to the other Group, the Joint
Venture Entity, and the Special Purpose Entities, as appropriate, with respect
to its Users which are also Users of the other Group's Exchanges, commercially
reasonable provisions which are intended to minimize the liability of the
members of the other Group, the Joint Venture Entity and the Special Purpose
Entities to the extent permitted by applicable law without resulting in an undue
burden on the Exchange or the Users of the Exchanges within their respective
Groups.

                                  ARTICLE XII
                                  -----------

                              DISPUTE RESOLUTION
                              ------------------

         12.1     Conciliation Procedure. If a dispute, controversy or claim
arises out of or in connection with this Agreement, or the interpretation,
breach, termination or validity hereof, or the business of the Alliance
(collectively a "Dispute"), any Group may invoke the dispute resolution
procedure set forth below (the "Dispute Resolution Procedure") by providing
written notice describing the nature of such Dispute in reasonable detail to the
Parties and referencing this Section 12.1. The Supervisory Board may revise such
procedure at any time as it deems appropriate for resolution of any specific
Dispute.

         (a)      The Supervisory Board shall schedule a joint meeting of the
Supervisory Board and the Management Committee (the "Joint Committee"), for a
date within fifteen (15) Business Days after the delivery of the notice
referenced above. Before such meeting, members of the Joint Committee may
conduct whatever investigation of the Dispute as they deem appropriate, and may
recommend methods for deliberations concerning the Dispute to the Co-chairmen of
the Supervisory Board. At such meeting the Joint Committee will conduct friendly
deliberations with the goal of resolving the Dispute. The Joint Committee may
recommend exchanging documents and information relating to the Dispute, on a
confidential basis, and may recommend additional meetings, including meetings
with Persons who have background information regarding the Dispute, to attempt
to resolve the Dispute.

         (b)      If the Joint Committee has not resolved the Dispute within
thirty (30) Business Days after its first meeting or such earlier date as it may
agree that it cannot resolve such Dispute, each

34
<PAGE>

Group shall, within an additional five Business Days, appoint, by written notice
to the Parties, one Supervisory Board member and one Manager to serve as its
representatives on a high-level dispute resolution committee (the "Dispute
Resolution Committee"). Immediately after all four members have been appointed,
the Dispute Resolution Committee shall meet in person and conduct further
deliberations regarding the Dispute. The Dispute Resolution Committee may call
upon employees, officers or directors of each Party to provide necessary
background information, including statements, on a confidential basis to resolve
the Dispute. The Dispute Resolution Committee may also choose to employ
alternative dispute resolution procedures, such as consulting a neutral advisor,
mediation, or non-binding private arbitration as long as such procedures may be
conducted within the condensed time requirements of this Section 12.1.

         (c)      If the Dispute Resolution Committee is unable to resolve the
Dispute within twenty (20) Business Days of its formation, or such earlier date
as it may agree that it cannot resolve such Dispute, any Party involved in the
Dispute may terminate the Dispute Resolution Procedure and proceed directly to
binding arbitration as set forth in Section 12.2. The Parties acknowledge that
refusal by their representatives to attend scheduled meetings of the Joint
Committee or the Dispute Resolution Committee, to participate in good faith in
the deliberations described above, or to otherwise cooperate with the reasonable
requests of such committees may be construed as evidence of bad faith in
connection with the Dispute Resolution Procedure or the Dispute at issue.

         12.2     Arbitration Procedure. Except with regard to actions seeking
temporary or permanent injunctive relief or actions intended to enforce any of
the obligations of Eurex Deutschland hereunder, which may be brought before any
court of competent jurisdiction, any Dispute not settled in accordance with
Section 12.1, shall be finally settled by arbitration in accordance with the
arbitration rules of the United Nations Convention on International Trade Law
(the "UNCITRAL Rules") except as may be modified herein or by agreement of the
Parties.

         (a) The arbitration shall be conducted by three (3) arbitrators. The
arbitrators shall be familiar with business and legal matters similar to those
that are the subject of this Agreement and the subject of the Dispute. Ceres
Alliance on the one hand, and Eurex Zurich on the other, shall each appoint one
arbitrator, obtain its appointee's acceptance of such appointment, and deliver
written notification of such appointment and acceptance to the other Parties
within thirty (30) days after delivery of a formal request for arbitration from
any Party to the other Parties. In the event that a Party fails to appoint an
arbitrator or deliver notification of such appointment to the other Parties
within this time period, upon request of any Party, such arbitrator shall
instead be appointed by the London Court of International Arbitration (the
"Appointing Authority") within thirty (30) days of receiving such request. The
two arbitrators appointed in accordance with the above provisions shall appoint
a third arbitrator, obtain the appointee's acceptance of such appointment and
notify the Parties in writing of such appointment and acceptance within thirty
(30) days of such appointment. If the first two appointed arbitrators fail to
appoint a third arbitrator or to notify the parties of that appointment within
this time period, then, upon request of any Party, the third arbitrator shall be
appointed by the Appointing Authority within thirty days of receiving such
request. The third arbitrator shall serve as Chairman of the tribunal. No
arbitrator appointed by the Appointing Authority may be a director, officer,
employee, counsel or agent of any Party, and without the consent of all of the
parties to the arbitration, may not be a resident of the United States,

35
<PAGE>

Germany or Switzerland. The English version of this Agreement will be used as
its official version for purposes of interpretation. To the extent that
arbitration procedures are not defined herein, all procedures relating to
arbitration, including but not limited to notice thereof, deadlines and
discovery shall be pursuant to the UNCITRAL Rules as enacted in the forum.

         (b)      The place of arbitration shall be London unless the parties to
the arbitration agree otherwise and the proceedings shall be conducted in the
English language exclusively.

         (c)      The award rendered by the arbitrators shall be final and
binding on the Parties. Judgment on the award may be entered in any court of
competent jurisdiction.

         (d)      The Parties acknowledge that irreparable damage may occur in
the event of breach of any of the terms of this Agreement. It is accordingly
agreed that, notwithstanding this Section 12.2, the Parties do not intend to
deprive any court with jurisdiction of its ability to issue a preliminary
injunction, attachment or other form of provisional remedy in aid of the
arbitration and a request for such provisional remedies by a Party to a court
shall not be deemed a waiver or violation this agreement to arbitrate. In
addition to the authority conferred upon the tribunal by the rules specified
above, the tribunal shall also have the authority to grant provisional and
permanent remedies, including injunctive relief.

         12.3     Specific Availability of Certain Types of Relief. The Parties
agree to negotiate and enter into an arbitration agreement which will include
additional rules relating to arbitration consistent with this Agreement and
instructions to any arbitral tribunal described in Section 12.2. Such agreement
will set forth the types of damages which may be awarded by any such arbitral
tribunal in its discretion based on the nature of or severity of the Dispute,
and the Parties agree that such types of damages will include:

         (a)      Out of pocket expenses incurred in connection with the
Alliance after the Effective Date, excluding costs of negotiation between the
Groups;

         (b)      Cost savings that are no longer available to a Party which
were reasonably anticipated based on planned activities of the Alliance (for
example, 50% of the costs of software enhancements to which the Breaching Party
would have contributed but for the breach or the termination);

         (c)      Expenses to "cover" (including assigning or canceling
agreements with third parties or finding additional users of or uses for Network
services or other development resources that cannot be diverted);

         (d)      In all cases where the Alliance is terminated, payment by the
Breaching Party of one-half of the development costs of all enhancements made
during the Term after the CBOT Commercial Start, to which such Party had not
previously contributed; and

         (e)      If applicable given the nature of the breach, damages may be
measured to the end of the then-current Term (i.e., damages would be lower later
in the Term than earlier).

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<PAGE>

The arbitral tribunal may not award damages for forgone opportunities
("entgangener Gewinn") or for costs or losses which could reasonably have been
avoided by a Party or members of its Group.

                                 ARTICLE XIII
                                 ------------

                              GENERAL PROVISIONS
                              ------------------

         13.1     Notices. Except as expressly set forth to the contrary in this
Agreement, all notices, requests or consents required or permitted under this
Agreement shall be in writing and shall be given either (i) delivered by hand,
(ii) mailed by certified or registered mail, addressed to the recipient, postage
paid, and registered or certified with return receipt requested, (iii) sent by
overnight courier, or (iv) transmitted by facsimile transmission, with
confirmation of transmission, and shall be deemed given when received by the
recipient. All notices, requests and consents to be sent to a Party must be sent
to or made at the address given for that Party on Schedule A, or such other
address as that Party may specify by notice to the other Parties. Any notice,
request or consent hereunder must be sent to each Party. Whenever any notice is
required to be given by law or this Agreement, a written waiver thereof, signed
by the Person entitled to notice, whether before or after the time stated
therein, shall be deemed equivalent to the giving of such notice.

         13.2     Entire Agreement; Amendment. This Agreement (including all
schedules and exhibits hereto) and the License Agreement constitute the entire
agreement and understanding of the Parties and their Affiliates with respect to
the subject matter hereof and thereof, and shall supersede all prior contracts
or agreements with respect to the subject matter hereof or thereof, whether oral
or written, including the Letter of Intent. No change, modification or amendment
to this Agreement shall be of any force or effect unless it is approved in
writing by all of the Parties and dated subsequent to the date hereof.

         13.3     Relationship of Parties. This Agreement shall not create any
agency, consulting, employment or partnership relationship among the Parties. No
Party individually, or any of its representatives or employees, shall have or
shall represent itself as having the power or authority to represent, act on
behalf of, or bind the Joint Venture Entity, any other Special Purpose Entity,
or any other Party without the prior express written consent of the Entity or
Party to be bound by such action. Neither the Supervisory Board nor the
Management Committee shall have or shall represent itself as having the power or
authority to represent, act on behalf of, or bind any Party without such Party's
prior express written consent.

         13.4     Compensation and Expenses. No Party has received any fee or
compensation from any third party in connection with negotiating or entering
into this Agreement. No Party shall receive any fee or other compensation for
services rendered on behalf of the Joint Venture Entity or any other Special
Purpose Entity, except to the extent approved in advance by the Parties or the
applicable governing body of the Joint Venture Entity or other Special Purpose
Entity. Each Party agrees that it will bear its own expenses in connection with
the negotiation of this Agreement.

         13.5     Effect of Waiver or Consent. Except as expressly set forth
herein, a waiver or

37
<PAGE>

consent, express or implied, to or of any breach or default by any Person in the
performance by that Person of its obligations hereunder or with respect to the
Alliance is not a consent or waiver to or of any other breach or default in the
performance by that Person of the same or any other obligations of that Person
hereunder or with respect to the Alliance. Except as expressly set forth herein,
failure on the part of a Person to complain of any act of any Person or to
declare any Person in default hereunder or with respect to the Alliance,
irrespective of how long that failure continues, does not constitute a waiver by
that Person of its rights with respect to that default until the applicable
statute-of-limitations period has run.

         13.6     Word Meanings; Construction. The words "herein",
"hereinafter", "hereof" and "hereunder" refer to this Agreement as a whole and
not merely to a subdivision in which such words appear unless the context
otherwise requires. The use of the word "including" in this Agreement shall be
by way of example rather than by limitation. The singular shall include the
plural and the masculine gender shall include the feminine and neuter, and vice
versa, unless the context otherwise requires.

         13.7     Assignment. No Party shall have the right to assign this
Agreement or any portion hereof, by Change of Control (except as provided in
Sections 10.2(c) and (d)), operation of law or otherwise, to any Person without
the unanimous written consent of the Parties; provided, however, that no consent
of any Party shall be required in connection with any transfer or assignment of
all or any part of this Agreement by operation of law or otherwise, to any
Person who is or who becomes a member of the assigning Party's Group as a result
of a Reorganization. In addition, for any approved assignment to be effective,
the assigning Party and its assignee must provide the Supervisory Board with any
documents, instruments or guarantees the Parties deem necessary, desirable or
appropriate to approve and/or effect such assignment. Any attempted assignment
of this Agreement by any Party in contravention of this Agreement shall be void
and ineffective and shall not bind or be recognized by the other Parties or any
other Person.

         13.8     Binding Effect. Subject to the assignment and Change of
Control restrictions set forth in this Agreement, this Agreement is binding on
and shall inure to the benefit of the Parties and their successors and permitted
assigns. No third party shall have any right or claim to the benefits afforded
to any Party hereunder.

         13.9     Applicable Law. This Agreement shall be construed and enforced
in accordance with the laws of Germany, without giving effect to any choice of
law or conflict of law rules or provisions (whether of Germany or any other
jurisdiction) that would cause the application of the laws of any jurisdiction
other than Germany.

         13.10    Severability. The provisions of this Agreement are severable
and the unenforceability of any provision of this Agreement shall not affect the
enforceability of any other provision hereof. In addition, subject to Section
7.3, in the event that any provision of this Agreement (or portion thereof) is
determined by a court of competent jurisdiction, an arbitral award obtained
pursuant to Section 12.2 or any regulatory authority having jurisdiction to be
unenforceable as drafted by virtue of the scope, duration, extent or character
of any obligation contained therein, it is the mutual agreement of the Parties
that such provision (or portion thereof)

38
<PAGE>

shall be construed in a manner designed to effectuate the purpose of such
provision to the maximum extent enforceable under applicable law. Subject to
Section 7.3, if such construction is not possible, the Parties undertake, to the
extent reasonably possible, to modify such provision (or portion thereof) in
order to implement the purposes of such provision as fully as possible.

         13.11    Survival. Sections 3.6(d) and (e), 3.10, 7.2, 7.3(d)(iii),
10.3, 10.4, 12.2, 12.3, and 13.1 and Articles IX, XI, XIII and Schedule D and
all other provisions of this Agreement that can reasonably be interpreted or
construed as being intended to survive the termination of this Agreement, shall
survive the termination of this Agreement.

         13.12    Headings. The headings used in this Agreement are for
descriptive purposes only and shall not control, limit or alter the meaning of
the provisions of this Agreement.

         13.13    Further Assurances. The Parties shall execute and deliver such
further documents and instruments, make such filings and take such further
actions in addition to those contemplated herein as may be reasonably requested
by the other Parties (other than the material payment of money) to carry out the
intents and purposes of this Agreement.

         13.14    Directly or Indirectly. Where any provision in this Agreement
refers to an action to be taken by any Person, or an action which such Person is
prohibited from taking, such provision shall be applicable whether the action in
question is taken directly or indirectly by such Person.

         13.15    Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed an original of this Agreement, and
all of which taken together shall constitute one and the same Agreement.


                                     * * *

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<PAGE>

         IN WITNESS WHEREOF, the duly authorized representatives of the parties
have executed and delivered this Agreement on the date first above written.

PARTIES:

BOARD OF TRADE OF THE
CITY OF CHICAGO

By:   /s/ Thomas R. Donovan                  By:   /s/ David P. Brennan
      ----------------------------------           -----------------------------
Its:  President and CEO                      Its:  Chairman of the Board
      ----------------------------------           -----------------------------


CERES TRADING LIMITED PARTNERSHIP
BY:  BOARD OF TRADE OF THE CITY OF CHICAGO, as General Partner

By:   /s/ Thomas R. Donovan
      ----------------------------------
Its:  President and CEO
      ----------------------------------


CERES ALLIANCE, LLC

By:   /s/ Thomas R. Donovan
      ----------------------------------
Its:  On behalf of Ceres Trading Limited
      Partnership, its sole member
      ----------------------------------

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<PAGE>

EUREX ZURICH AG

By:   /s/ Illegible                          By:   /s/ Andreas Preuss
      ----------------------------------           -----------------------------

Its:                                         Its:
      ----------------------------------           -----------------------------


EUREX FRANKFURT AG

By:   /s/ Illegible                          By:   /s/ Illegible
      ----------------------------------           -----------------------------

Its:                                         Its:
      ----------------------------------           -----------------------------


DEUTSCHE BORSE AG

By:   /s/ Illegible                          By:   /s/ Werner Seifert
      ----------------------------------           -----------------------------

Its:                                         Its:
      ----------------------------------           -----------------------------


EUREX DEUTSCHLAND (with respect only to Sections 3.6(c), 7.2, 7.3(d)(iii),
Article IX, Sections 10.2(f) and 11.1(e) and Article XIII of this Agreement)

By:   /s/ Illegible                          By:   /s/ Werner Seifert
      ----------------------------------           -----------------------------

Its:                                         Its:
      ----------------------------------           -----------------------------

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<PAGE>

SWISS STOCK EXCHANGE

By:   /s/ Illegible                          By:   /s/ Illegible
      ----------------------------------           -----------------------------

Its:                                         Its:
      ----------------------------------           -----------------------------
42
<PAGE>

                                    Schedule A

                                Address for Notice

                                Notice Address

CBOT                            Board of Trade of the City of Chicago
                                141 West Jackson Blvd., Suite 600-A
                                Chicago, Illinois  60604
                                United States of America
                                Telephone: +1-312-435-3726
                                Facsimile: +1-312-341-3392
                                Attn:  Mr. Thomas R. Donovan
                                       Mr. David P. Brennan
                                CC:  Ms. Carol A. Burke


Ceres                           Ceres Trading Limited Partnership
                                c/o Board of Trade of the City of Chicago
                                141 West Jackson Blvd., Suite 600-A
                                Chicago, Illinois  60604
                                United States of America
                                Telephone: +1-312-435-3726
                                Facsimile: +1-312-341-3392
                                Attn:  Mr. Thomas R. Donovan
                                       Mr. David P. Brennan
                                CC:  Ms. Carol A. Burke


Ceres Alliance                  Ceres Alliance L.L.C.
                                c/o Board of Trade of the City of Chicago
                                141 West Jackson Blvd., Suite 600-A
                                Chicago, IL 60604
                                United States of America
                                Telephone: +1-312-435-3726
                                Facsimile: +1-312-341-3392
                                Attn: Mr. Thomas R. Donovan
                                      Mr. David P. Brennan
                                CC:  Ms. Carol A. Burke


Eurex Frankfurt                 Eurex Frankfurt AG
                                Borsenplatz 4
                                60313 Frankfurt am Main
                                Federal Republic of Germany
                                Attention: Mr. Volker Potthoff
                                Telephone: +49-69-2101-4867
                                Facsimile: +49-69-2101-3801

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<PAGE>

Eurex Zurich                    Eurex Zurich AG
                                Selnaustrasse 30
                                8021 Zurich
                                Switzerland
                                Attention: Mr. Jurg Spillmann
                                Telephone: +41-1-229-23-23
                                Facsimile: +41-1-229-27-28


DBAG                            Deutsche Borse AG
                                Borsenplatz 4
                                60313 Frankfurt am Main
                                Federal Republic of Germany
                                Attention: Mr. Volker Potthoff
                                Telephone: +49-69-2101-4867
                                Facsimile: +49-69-2101-3801


SWX                             Swiss Stock Exchange
                                Selnaustrasse 30
                                8021 Zurich
                                Attention:  Mr. Jurg Spillmann
                                Telephone: +41-1-229-23-23
                                Facsimile: +41-1-229-27-28


Eurex Deutschland               Deutsche Borse AG
                                Borsenplatz 4
                                60313 Frankfurt am Main
                                Federal Republic of Germany
                                Attention: Mr. Volker Potthoff
                                Telephone: +49-69-2101-4867
                                Facsimile: +49-69-2101-3801


Effective as of:    ______________________.

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<PAGE>

                                  Schedule B

                       Consents/Acquiescences/Approvals

With respect to performance in Switzerland, authorization by the Swiss Banking
Commission regarding placement by the CBOT of foreign terminals in Switzerland
and the ability of CBOT members to qualify for terminals of Eurex Zurich.

Consent of the CFTC, to the extent it has jurisdiction, to the activities
proposed in the Alliance Agreement.

In general, the Parties will determine collectively what steps to take regarding
any necessary or advisable actions with antitrust authorities.

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<PAGE>

                                  Schedule C

                                  Affiliates

As of the Effective Date:

(a)      The following Persons shall be considered Affiliates of each of Ceres
         and the CBOT:

         The Mid-America Commodity Exchange

         The Board of Trade Clearing Corporation and the Clearing Corporation
         for Options and Securities shall not be considered Affiliates of the
         CBOT Group.

(b)      The following Persons shall be considered Affiliates of each member of
         the Eurex Group:

         Deutsche Borse Systems AG

         Eurex Clearing AG

         Deutsche Borse Clearing AG

         Frankfurt Stock Exchange

         Foerdergesellschaft Fuer Boersen und Finanzmaerkte in Mittel-und
         Osteuropa mbH

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<PAGE>

                                  Schedule D

                              Restricted Products

Eurex Restricted Products
-------------------------

1.   Financial derivative products, including derivative products based on
individual or joint financial or economic items (such as company assets and
liabilities, real estate and related water and air rights, equity instruments,
and debt instruments), reference indicators (such as interest rates, exchange
rates, equity indices, credit indices, and macroeconomic indices) and
performance measures (such as insurance loss ratios (with the exception of crop
yield insurance), interest rate or equity volatility measures, portfolio
performance ratios, and performance indicators on natural or man-made
catastrophes or events), and specifically including futures and futures options
contracts, futures and futures options contracts on individual equity
securities, and Cash Derivatives Products, either having a notional value
denominated in, or settled in, an official currency of one or more of the
following European countries, or the economic equivalent ("synthetic") of any
such product:

Andorra, Austria, Belarusse, Belgium, Bulgaria, Croatia, Cyprus, Czech Republic,
Denmark, Estonia, Finland, France, Germany, Great Britain, Greece, Hungary,
Iceland, Italy, Ireland, Kazakstan, Latvia, Liechtenstein, Lithuania,
Luxembourg, Malta, Moldavia, Monaco, Norway, the Netherlands, Poland, Portugal,
Russia, Spain, Sweden, Switzerland, Slovakia, Slovenia, Serbia, Romania, Turkey
and Ukraine.

The ECU and the EURO are each considered to be currencies of the member states
of the European Union.

2.   Notwithstanding the foregoing, Eurex Restricted Products do not include any
derivative products based on non-agricultural, non-financial commodities (such
as precious metals and energy).

3.   For the avoidance of doubt, Eurex Restricted Products do not include
non-standardized cash market securities (e.g., warrants) issued by third parties
(other than the members of the Eurex Group or the CBOT Group) which are neither
cleared nor guaranteed by a clearinghouse as a principal counterparty. Such
non-standardized securities may be based on individual equity securities, equity
baskets, equity indices, interest rates, debt instruments, commodities and other
products.

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<PAGE>

                            Schedule D (Continued)

                              Restricted Products

CBOT Restricted Products
------------------------

1.   Financial derivative products, including derivative products based on
individual or joint financial or economic items (such as company assets and
liabilities, real estate and related water and air rights, equity instruments,
and debt instruments), reference indicators (such as interest rates, exchange
rates, equity indices, credit indices, and macroeconomic indices) and
performance measures (such as insurance loss ratios (with the exception of crop
yield insurance), interest rate or equity volatility measures, portfolio
performance ratios, performance indicators on natural or man-made catastrophes
or events), and specifically including futures and futures options contracts,
futures and futures options contracts on individual equity securities, and Cash
Derivatives Products, either having a notional value denominated in, or settled
in, an official currency of one or more of the following North American
Countries, or the economic equivalent ("synthetic") of any such product:

Canada, the United States, and Mexico.

2.   Notwithstanding the foregoing, CBOT Restricted Products do not include any
derivative products based on non-agricultural, non-financial commodities (such
as precious metals and energy).

3.   Agricultural derivative products (such as agricultural commodities, soft
agricultural commodities, crop yield indices, crop yield insurance, and weather
derivatives) that are competitive with or economically equivalent to those
offered or being developed by the CBOT and including the following specific
products:

Soybean Futures and Options
Soybean Oil Futures and Options
Soybean Meal Futures and Options
Wheat Futures and Options
Corn Futures and Options
Rough Rice Futures and Options
Oat Futures and Options
Cotton Futures and Options
Coffee Futures and Options
Sugar Futures and Options
Cocoa Futures and Options
Orange Juice Futures and Options
Corn Yield Insurance Futures and Options
Wheat Yield Insurance Futures and Options
Soybean Yield Insurance Futures and Options

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<PAGE>

                            Schedule D (Continued)

                              Restricted Products

CBOT Restricted Products (continued)
------------------------------------

PC Catastrophe Insurance Options

4.   For the avoidance of doubt, CBOT Restricted Products do not include
non-standardized cash market securities (e.g., warrants) issued by third parties
(other than the members of the Eurex Group or the CBOT Group) which are neither
cleared nor guaranteed by a clearinghouse as a principal counterparty. Such
non-standardized securities may be based on individual equity securities, equity
baskets, equity indices, interest rates, debt instruments, commodities and other
products.

49