EXHIBIT
10.23


 


Portions of this exhibit
have been omitted pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. The omissions have been indicated by
the phrase “[*confidential treatment requested/material filed separately*]”,
and the omitted text has been filed separately with the Securities and Exchange
Commission.


 


AMENDED AND RESTATED


LICENSE AGREEMENT


(Index Options)


 


This Amended and Restated
License Agreement (Index Options) (this “Agreement” or this “License
Agreement”), dated as of September 29, 2006 (the “Effective Date”), is made by and between Dow Jones &
Company, Inc. (“Dow Jones”), having an office at 200 Liberty Street, New
York, New York 10281, and Chicago Board Options Exchange, Incorporated (the “Licensee”
or “CBOE”), having an office at 400 South LaSalle Street, Chicago,
Illinois 60605.


 


WHEREAS, Dow Jones compiles,
calculates and maintains the indexes specified on Schedules I, II and III
hereto and such additional indexes as may be specified on one or more
additional Schedules, each substantially in the form of Exhibit A attached
hereto, as may be agreed to by the parties from time to time.  (Schedules I, II and III hereto and any
additional Schedules substantially in the form of Exhibit A agreed to by the
parties are sometimes referred to herein, in the singular, as a “Licensing
Schedule” and, in the plural, as the “Licensing Schedules”, and
indexes identified on Licensing Schedules are sometimes referred to herein, in
the singular, as an “Index” and, in the plural, as the “Indexes”.)


 


WHEREAS, Dow Jones uses in
commerce and has trade name and/or trademark rights to the designations “Dow
Jones,” and such other designations as may be identified as “Dow Jones Marks”
on any Licensing Schedule (such rights being hereinafter individually and
collectively referred to as the “Dow Jones Marks”).


 


WHEREAS, Dow Jones owns
rights in and to the Indexes, the proprietary data contained therein, and the
Dow Jones Marks (such rights, including without limitation, copyright,
trademark, database or proprietary rights and trade secrets, being hereinafter
collectively referred to as the “Intellectual Property”).


 


WHEREAS, pursuant to that
certain License Agreement dated as of June 5, 1997 by and between Dow Jones and
Licensee as heretofore amended (the “Original Agreement”), the Licensee
has been licensed to use the Indexes identified on Schedules I, II and III
hereto and the Dow Jones Marks identified on such Schedules in connection with (i)
the trading, marketing and promotion of Products (as defined in the applicable
Licensing Schedule(s)) and (ii) making disclosure about the Products under
applicable laws, rules and regulations in order to indicate that Dow Jones is
the source of the Indexes.


 


WHEREAS, the parties desire
to amend and restate the Original Agreement, among other things, to extend its
term, as hereinafter provided.


 

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


NOW, THEREFORE, in
consideration of the premises and the mutual covenants and agreements contained
herein, it is agreed as follows:


 


1.                                       Grant of
License.


 


(a)                                  Subject to the
terms and conditions of this Agreement, Dow Jones hereby grants to the Licensee
a non-transferable (except to affiliates pursuant to Section 12(a)),
non-exclusive (except as otherwise provided in the applicable Licensing
Schedule(s)) license in the territory specified in the applicable Licensing
Schedule(s) (the “Territory”) (i) to use each of the Indexes solely in
connection with the trading and issuance of the Products on or through Licensee
during the hours specified in the applicable Licensing Schedule and (ii) to use
and refer to the Dow Jones Marks in connection with the marketing and promotion
of the Products and to make such disclosure about the Products as Licensee
deems necessary or desirable under any applicable federal or state laws, rules or
regulations, in order to indicate the source of the Indexes.  It is understood that the License granted in
this Section 1(a) covers, in addition to trading, all activities associated
with the trading of the Products, including the creation, issuance, exercise,
clearance and settlement of the Products by Licensee or by any registered
clearing agency or other person performing such activities on behalf of
Licensee and that no such clearing agency or other person shall need to obtain
a license from Dow Jones with respect to either initial sale or subsequent
resale of any Products.


 


(b)                                 As used in this
Agreement, the term “Products” means securities products that are based
upon any of the Indexes (but not any part of any Index other than the whole
Index, and not any subset of the components of any Index), as more particularly
described in the applicable Licensing Schedule(s).


 


(c)                                  Nothing
contained in this Agreement constitutes a license to the Licensee to use any
one or more of the Indexes other than in connection with the issuance, trading,
marketing and promotion of the Products as set forth in Section 1(a).


 


(d)                                 The Licensee
acknowledges that the Indexes and the Dow Jones Marks are the exclusive
property of Dow Jones and that Dow Jones has and retains all Intellectual
Property and other proprietary rights therein. Except as otherwise specifically
provided herein, Dow Jones reserves all rights to the Indexes and the Dow Jones
Marks, and this Agreement shall not be construed to transfer to the Licensee
any ownership right to, or equity interest in, the Indexes or the Dow Jones
Marks, or in any Intellectual Property or other proprietary rights pertaining
thereto.  Subject only to the express
provisions of this Agreement (including the Licensing Schedules), nothing
contained in this Agreement shall restrict Dow Jones from licensing any one or
more of the Indexes or the Dow Jones Marks for any purpose to any other person
or entity at any time.


 


(e)                                  The Licensee
acknowledges that the Indexes and their compilation and composition, and any
changes therein, are and will be in the complete control and sole discretion of
Dow Jones.


 


2

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


2.                                       Term.


 


The term of this Agreement
shall commence as of the Effective Date and shall remain in full force and
effect until the close of business on December 31, 2012, unless this Agreement
is terminated earlier as provided herein (such term being referred to herein as
the “Term”).  Provided that this
Agreement has not been terminated as provided herein, either party may extend
the Term through the close of business on December 31, 2017, upon the
then-current terms of this Agreement (including without limitation with respect
to Per-Contract Fees and the Annual Minimum Payment), by giving notice of its
decision to do so on or before September 30, 2012.  If the Term is so extended, this Agreement
shall remain in effect on and after January 1, 2013 and through December 31,
2017, but subject to termination as provided herein.  As used in this Agreement the term “Year”
is used to mean a calendar year commencing on a January 1.


 


3.                                       License Fees.


 


(a)                                  As
consideration for the license granted herein, the Licensee shall pay to Dow
Jones license fees (“License Fees”) as set forth on Exhibit B and any
Licensing Schedules.


 


(b)                                 Dow Jones shall
have the right to audit on a confidential basis the relevant books and records
of the Licensee to confirm the accuracy of any one or more calculations of
License Fees. Dow Jones shall bear its own costs of any such audit unless it is
determined that Dow Jones has been underpaid by 5% or more with respect to the payments being audited, in which
case Dow Jones’ costs of such audit shall be paid by the Licensee.


 


(c)                                  Notwithstanding
anything to the contrary in this Agreement: (i) if any third party (other than
an affiliate of Licensee) publicly announces its intent to start trading
Products described on Schedule I with respect to a Schedule I Index in respect
of which the license granted to Licensee in this Agreement is exclusive, during
a period of the trading day in respect of which the license granted to Licensee
in this Agreement is exclusive, Dow Jones shall take such action as it deems
advisable to keep such trading from commencing; and (ii) if any third party
(other than an affiliate of Licensee) commences trading Products based on any
such Index during such a period of the trading day (such an event hereinafter
referred to as a “Triggering Event”), Dow Jones shall take such action
as it deems advisable to stop such trading.


 


(1)                                  If such Product
is based on the DJIA and Dow Jones is unable to stop such trading within 90
days of the Triggering Event, then, except as the Licensee may otherwise agree,
the Annual Minimum Payment payable under this Agreement shall be reduced to
zero as of the date 90 days after the Triggering Event, until such time during
the Term, if ever, when such trading ceases, with the reduction pro-rated on a
daily basis during any Year when any third party is conducting such trading
only on some days during the Year.


 


(2)                                  If such Product
is based on any Schedule I Index and Dow Jones is unable to stop such trading
within 90 days after a Triggering Event, and Licensee’s share of all trading of
Products based on such Index during the Exclusive Hours falls to less than
ninety-five percent (95%) (measured over any period of ten consecutive trading
days on Licensee’s market), the Licensee shall have no further obligation to
pay Per-Contract Fees with respect to 


 


3

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


Products based on such
Index, as of the last trading day of such ten-day period, until such time
during the Term, if ever, when such trading ceases or Licensee’s share of all
trading of Products based on such Index during the Exclusive Hours is equal to
or exceeds ninety-five percent (95%) (measured over any period of ten
consecutive trading days on Licensee’s market).


 


(d)                                 With respect to
Products based on a particular Index in respect of which the license granted to
Licensee in this Agreement is non-exclusive, and for any period of the day in
respect of which the license granted to Licensee in this Agreement is
non-exclusive:


 


(1)                                  If Dow Jones
establishes a rate for purposes of calculating the license fee due to Dow Jones
in any license agreement with respect to any such Product or any such period of
the day with one or more other parties (other than an affiliate of Licensee)
that is less than the applicable rate pursuant to this Agreement, Dow Jones
shall promptly notify Licensee thereof, and during the effectiveness of any
such license agreement the fees payable by Licensee pursuant to this Agreement
with respect to such Product or any period of day, as applicable, shall be
calculated using the lowest rate payable by any such other party with respect
to such Products instead of at the applicable rate specified in this Agreement.


 


(2)                                  If (a) Dow
Jones becomes aware that any third party (other than an affiliate of Licensee)
is providing a market for trading any such Product or for any such period of
the day, (b) such third party is doing so without having entered into a license
agreement with Dow Jones and therefore without paying fees to Dow Jones, and (c)
Dow Jones is unable to stop such trading within 90 days after such trading
commenced, then for so long as such trading continues on such third party’s
market, Licensee shall not be required to pay any Per-Contract Fees to Dow
Jones with respect to such Products as of the date 90 days after such trading
commenced notwithstanding any other provision of this Agreement.


 


4.                                       Termination.


 


(a)                                  If there is a
material breach of this Agreement by either party (such party, the “breaching
party,” and, the other party, the “non-breaching party”), then the non-breaching
party may terminate this Agreement, effective thirty (30) days after written
notice thereof to the other party (with reasonable specificity as to the nature
of the breach and including a statement as to such party’s intent to
terminate), unless the other party shall correct such breach within such 30-day
period.


 


(b)                                 The Licensee
may terminate this Agreement upon ninety (90) days prior written notice to Dow
Jones (or such lesser period of time as may be necessary pursuant to law, rule,
regulation or court order) if any legislation or regulation is finally adopted
or any government interpretation is issued that in Licensee’s reasonable
judgment materially impairs Licensee from listing for trading, marketing or
promoting the Products. The Licensee may terminate this Agreement with respect
to any one or more specific Products (but not this Agreement in its entirety)
upon ninety (90) days prior written notice to Dow Jones (or such lesser period
of time as may be necessary pursuant to law, rule, regulation or court order)
if any legislation or regulation is finally adopted or any government 


 


4

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


interpretation
is issued that prevents the Licensee from listing for trading, marketing or
promoting such Product.


 


(c)                                  Dow Jones may
terminate this Agreement upon ninety (90) days prior written notice to the
Licensee (or such lesser period of time as may be necessary pursuant to law,
rule, regulation or court order) if (i) any legislation or regulation is
finally adopted or any government interpretation is issued that in Dow Jones’
reasonable judgment materially impairs Dow Jones’ ability to license and
provide the Indexes or the Dow Jones Marks under this Agreement; (ii) Dow Jones
reasonably believes that any litigation or regulatory proceeding regarding or
affecting the Products is reasonably likely to have a material and adverse
effect on the good name or reputation of Dow Jones, on Dow Jones’ ability to
perform its obligations under this Agreement, or on the ability of Dow Jones to
require that an exchange that wishes to provide a market for the trading of
Products must obtain a license to use the Indexes underlying such Products, or
any such litigation or proceeding is threatened and Dow Jones reasonably
believes that such litigation or proceeding would be reasonably likely to have
a material and adverse effect on the Indexes or the Dow Jones Marks or on Dow
Jones’ ability to perform under this Agreement; or (iii) Dow Jones elects
(other than pursuant to Section 4(e)) to cease compiling, calculating and
publishing values of the Indexes.  In the
alternative, Dow Jones may terminate this Agreement with respect to any one or
more specific Products (but not this Agreement in its entirety) upon ninety
(90) days prior written notice to Licensee (or such lesser period of time as
may be necessary pursuant to law, rule, regulation or court order) if (1) any
legislation or regulation is finally adopted or any government interpretation
is issued that in Dow Jones’ reasonable judgment materially impairs Dow Jones’
ability to license and provide the Index or the Dow Jones Marks related to such
Product; (2) Dow Jones reasonably believes that any litigation or regulatory
proceeding regarding or affecting such Product is reasonably likely to have a
material and adverse effect on the good name or reputation of Dow Jones, on Dow
Jones’ ability to perform its obligations under this Agreement, or on the
ability of Dow Jones to require that an exchange that wishes to provide a
market for the trading of such Product must obtain a license to use the Index
underlying such Product, or any such litigation or proceeding is threatened and
Dow Jones reasonably believes that such litigation or proceeding would be
reasonably likely to have a material and adverse effect on the affected Index
or Dow Jones Marks or on Dow Jones’ ability to perform under this Agreement; or
(3) Dow Jones elects (other than pursuant to Section 4(e)) to cease compiling,
calculating and publishing values of the Index(es) related to such Product.


 


(d)                                 Dow Jones may
terminate this Agreement as to any one or more Indexes, upon written notice to
the Licensee, if any securities exchange or other source ceases to provide data
to Dow Jones necessary for providing such Indexes, terminates Dow Jones’ right
to receive data in the form of a “feed” from such securities exchange or other
source, materially restricts Dow Jones’ right to redistribute data received
from such securities exchange, or institutes charges of a type or to an extent
applicable to Dow Jones (and not to others generally) for the provision of data
to Dow Jones or the redistribution of data by Dow Jones.


 


(e)                                  Notwithstanding
anything to the contrary herein, Dow Jones shall have the right, in its sole
discretion, to cease compiling, calculating and publishing values of any one or
more of the Indexes, and to terminate this Agreement with respect only to such
Indexes, at any time that Dow Jones 


 


5

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


determines
that such Indexes no longer meet or will not be capable of meeting the criteria
established by Dow Jones for maintaining such Indexes (and in such event Dow
Jones will use all reasonable efforts to provide the Licensee with as much
prior notice as is reasonably practicable under the circumstances).


 


(f)                                    Notwithstanding
anything to the contrary herein, in the event that there shall occur any change
in any applicable law (statutory law, case law or otherwise) relating to or
affecting the liability of index providers to third parties, and Dow Jones
thereafter ceases to engage in the business of providing real-time data or
licensing indexes as the basis of real-time exchange-traded financial products,
Dow Jones shall have the right to terminate this Agreement upon written notice
to the Licensee. In the event of termination under this Section 4(f), Dow Jones
shall not license any third party to use the Indexes or Dow Jones Marks in
connection with the issuance, listing or trading of Products during what would
otherwise have been the remainder of the Term unless Dow Jones first offers
Licensee a license on the same terms and conditions set forth herein for such
remainder period.


 


(g)                                 In the event of
a termination by reason of discontinuance of any Dow Jones Index under Sections
4(d) or (e), or in the event of a termination under Section 4(f), Dow Jones
shall, at the time the notice of termination is provided to the Licensee,
provide to the Licensee a non-exclusive, perpetual and royalty-free license
effective as of the date of the discontinuance and a list of companies, shares
outstanding and divisors for the terminated Index as of the date of
discontinuance. The Licensee shall not thereafter make any reference to the Dow
Jones Marks in respect of the discontinued Index (except as provided in the
next sentence) and Dow Jones shall have no further obligations to the Licensee
with respect to the discontinued Index, or any Product based thereon, after
furnishing the Licensee with the aforesaid information. In any such event, the
Licensee may elect, by written notice to Dow Jones, to redesignate the Index
and the Products based thereon and continue to list for trading additional
option series as if no notice of termination had been received, except that,
from time of receipt of such notice of election until termination of the
license, such index shall be described as the “CBOE          Index,” formerly “Dow Jones                    Index.” Thereafter, upon termination of the
license, the Licensee may promote and list for trading indexed products based
upon the securities index designated by the name “CBOE        Index” or equivalent provided that the
Licensee prominently disclaims any relationship with Dow Jones in respect
thereto.


 


(h)                                 Upon any
termination of this Agreement, until expiration of Products in the last
expiration month listed on the date of termination, the Licensee may continue
to use the Indexes and the Dow Jones Marks in connection with the trading of
Products which are open on the date of termination, and, unless Dow Jones has
provided to the Licensee the license provided for in Section 4(g), Dow Jones
shall continue to perform its obligations under Section 5(b). The Licensee shall not list for trading additional
Products beyond those that were open on the date of termination; provided,
however, that the Licensee may list for trading additional series of Products
in expiration months listed on the date of the termination and may list
additional series in the two near-term expiration months until expiration of
Products in the last expiration month listed on the date of the termination and
Licensee’s obligations under this Agreement (other than any obligation with
respect to the Annual Minimum Payment) shall remain in full force and effect
with respect to such Products. 
Notwithstanding the foregoing, in the event of a termination by Dow
Jones under Section 4(a) by 


 


6

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


reason
of any breach by the Licensee relating to its obligations under this Agreement
with respect to Dow Jones ‘Intellectual Property, Section 6(g) shall continue
to apply to the Licensee.


 


(i)                                     In the event of
termination of this Agreement in its entirety or with respect to the DJIA as
provided in this Section 4, the Annual Minimum Payment to the date of such
termination shall be prorated on the basis of the number of days elapsed in the
then-current Year.


 


5.                                       Dow Jones Obligations: Licensee’s Obligations.


 


(a)                                  Dow Jones is
not, and shall not be, obligated to engage in any way or to any extent in any
marketing or promotional activities in connection with the Products or in
making any representation or statement to investors or prospective investors in
connection with the marketing or promotion of the Products by the Licensee.


 


(b)                                 Dow Jones agrees
to provide reasonable support for the Licensee’s development and educational
efforts with respect to the Products as follows:


 


(i)                                     Dow Jones shall
respond in a timely fashion to any reasonable requests by the Licensee for
information regarding the Indexes.


 


(ii)                                  Dow Jones or
its agent shall, or Dow Jones shall arrange for a third party vendor to, (x) calculate
and disseminate the values of each of the Indexes at least once every fifteen
(15) seconds and (y) provide an official opening value and an official closing
value for each of the Indexes (or, if any Products are based on an index value
other than the opening or closing value, Dow Jones shall provide such official
settlement value), on each day that the New York Stock Exchange (or the primary
stock exchange for the component securities of the Index) is open for trading,
in each case in accordance with Dow Jones’ current procedures, which procedures
may be modified by Dow Jones.


 


(iii)                               Dow Jones shall
maintain a back-up site (or a back-up third party vendor) to calculate the
values of each of the Indexes in the event that the primary site is not
functional.


 


(iv)                              Dow Jones shall
promptly notify the Licensee of any changes made in the composition,
compilation or calculation of any Index on which any issued Product is based (e.g.,
changes in the components, the shares outstanding or the divisor) but not prior
to announcing such changes publicly.


 


7

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(v)                                 Dow Jones shall
promptly correct, or instruct its agent to correct, any mathematical errors
made in Dow Jones’ computations of the Indexes which are brought to Dow Jones’
attention by the Licensee or otherwise, consistent with Dow Jones’ then current
Data Correction Policy.


 


Notwithstanding anything
herein to the contrary, nothing in this Section 5 shall give the Licensee the
right to exercise any judgment or require any changes with respect to Dow
Jones’ method of composing, calculating or determining the Indexes, and nothing
in this Section 5 shall be deemed to modify the provisions of Section 8 or Section
9 of this Agreement.


 


(c)                                  Dow Jones has,
and shall maintain, a policy pursuant to which its employees are prohibited
from using any confidential information obtained in connection with their
employment as the basis of an investment decision. The Licensee shall have no
responsibility for ensuring that such Dow Jones employees comply with such Dow
Jones policy. Dow Jones shall have no liability to the Licensee or its
affiliates with respect to Dow Jones’ employees’ adherence or failure of
adherence to such policy. Dow Jones shall use reasonable efforts to safeguard
the confidentiality of all impending changes in the components or method of
computation of the Indexes until such changes are publicly disseminated, and
shall require the same of any agent with whom it has contracted for computation
thereof.


 


(d)                                 Dow Jones, at
the Licensee’s request, will provide the Licensee with reasonable cooperation
in connection with the Licensee’s obtaining and maintaining regulatory approval
of the Products.


 


(e)                                  The Licensee
will continue to maintain a marketing program for the Products, one of the
objectives of which will be to make the Product based on the DJIA a “marquee”
product of the Licensee.


 


(f)                                    The Licensee
will use best efforts to obtain commitments from major market makers to
dedicate traders and capital to provide tight, deep and liquid markets for the
Products.


 


(g)                                 During the Term
the Licensee will maintain in the Licensee’s Rules a limitation on liability of
licensors of indexes, with respect to trading on or through the Licensee of
options on indexes, which is in form and substance substantially as set forth
in the Licensee’s current Rule 24.14.


 


(h)                                 In the event
that any third party shall commence any litigation, action or proceeding, or
make any claim, against Dow Jones which alleges liability of Dow Jones by
reason of miscalculation or error in any Dow Jones index (whether or not any
Product is based on such index), the Licensee shall, at Dow Jones’ request,
assist in Dow Jones’ defense thereof in any manner reasonably requested by Dow
Jones, at the Licensee’s own expense. Licensee’s aggregate out-of-pocket
expenses under this Section 5(h) shall not exceed $[*confidential treatment
requested/material filed separately*].


 


8

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


6.                                       Trademark
Filings; Recognition of Intellectual Property Rights; Protection of
Intellectual Property: Quality Control.


 


(a)                                  During the Term, Dow
Jones shall apply for such trademark and trade name registrations for the Dow
Jones Marks only in such jurisdictions, if any, where Dow Jones, in its sole
discretion, considers such filings appropriate. The Licensee shall reasonably
cooperate with Dow Jones in the maintenance of such rights and registrations
and shall do such acts and execute such instruments as are reasonably necessary
or appropriate for such purpose. The Licensee shall use the following notice
when referring to any of the Indexes or any of the Dow Jones Marks in any
informational materials to be used in connection with the Products (including,
where applicable, all advertisements, brochures and promotional and any other
similar informational materials, and any documents or materials
required to be filed with governmental or regulatory agencies) that in any way
use or refer to Dow Jones, any of the Indexes or any of the Dow Jones Marks
(collectively, the “Informational Materials”):


 


“Dow Jones,” and “[INSERT Name of
Index(es)]TM,” are
trademarks of Dow Jones & Company, Inc. and have been licensed for use for
certain purposes by [INSERT Name of Licensee].
[INSERT Name of Licensee]’s [INSERT Name of Product(s)]
based on the [INSERT Name of Index]TM are not sponsored, endorsed,
sold or promoted by Dow Jones, and Dow Jones makes no representation regarding
the advisability of investing in such product(s).


 


or such similar language as
may be approved in advance in writing by Dow Jones.


 


(b)                                 The Licensee
agrees that the Dow Jones Marks and all Intellectual Property and other rights,
registrations and entitlement thereto, together with all applications,
registrations and filings with respect to any of the Dow Jones Marks and any
renewals and extensions of any such applications, registration and filings, are
and shall remain the sole and exclusive property of Dow Jones. The Licensee
acknowledges that each of the Dow Jones Marks is part of the business and
goodwill of Dow Jones and agrees that it shall not, during the Term or
thereafter, contest the fact that the Licensee’s rights in the Dow Jones Marks
under this Agreement (i) are limited solely to the use of the Dow Jones Marks
in connection with the issuance, marketing, and/or promotion of the Products
and disclosure about the Products under applicable law as provided in Section 1(a),
and (ii) shall cease upon termination of this Agreement, except as otherwise
expressly provided herein. The Licensee recognizes the great value of the
reputation and goodwill associated with the Dow Jones Marks and acknowledges
that such goodwill associated with the Dow Jones Marks belongs exclusively to
Dow Jones, and that Dow Jones is the owner of all right, title and interest in
and to the Dow Jones Marks in connection with the Products. The Licensee
further acknowledges that all rights in any translations, derivatives or
modifications in the Dow Jones Marks which may be created by or for the
Licensee shall be and shall remain the exclusive property of Dow Jones and said
property shall be and shall remain a part of the 


 


9

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


Intellectual
Property subject to the provisions and conditions of this Agreement. The
Licensee shall never, either directly or indirectly, contest Dow Jones’
exclusive ownership of any of the Intellectual Property. In the event that Dow
Jones consents to, and the Licensee uses, any Dow Jones Mark in conjunction
with the Licensee’s own trademark(s) as a composite mark, such composite mark
shall be deemed to be owned by Dow Jones. 
With respect to any such composite mark: 
(i) neither Party shall register or apply for registration of such mark;
(ii) Dow Jones shall not use such mark; and (iii) after termination or
expiration of this Agreement, each party shall disclaim ownership rights in the
other’s trademark forming a part of such mark and shall assign to the other any
rights in such other party’s trademark forming a part of such mark and the
goodwill associated therewith that such party might have acquired during the
Term.


 


(c)                                  In the event
that the Licensee learns of any infringement or imitation of any of the Indexes
and/or any Dow Jones Mark, or of any use by any person of a trademark similar
to any of the Dow Jones Marks, it shall promptly notify Dow Jones. Dow Jones
shall take such action as it deems advisable for the protection of rights in
and to the Indexes and the Dow Jones Marks and, if requested to do so by Dow
Jones, the Licensee shall cooperate with Dow Jones in all respects, at Dow
Jones’ expense, including, without limitation, by being a plaintiff or
co-plaintiff and, upon Dow Jones’ reasonable request, by causing its officers
to execute appropriate pleadings and other necessary documents. In no event,
however, shall Dow Jones be required to take any action it deems inadvisable.
The Licensee shall have no right to take any action which would materially
affect any of the Indexes and/or any of the Dow Jones Marks without Dow Jones’
prior written approval.


 


(d)                                 The Licensee
shall use its best efforts to protect the goodwill and reputation of Dow Jones,
the Indexes and the Dow Jones Marks in connection with its use of the Indexes
and any of the Dow Jones Marks under this Agreement. The Licensee shall submit
to Dow Jones, for Dow Jones’ review and approval, and the Licensee shall not
use until receiving Dow Jones’ approval thereof in writing, all Informational
Materials. Dow Jones’ approval shall be required with respect to the use of and
description of Dow Jones, any of the Indexes or any of the Dow Jones Marks. Dow
Jones shall notify the Licensee of its approval or disapproval of any
Informational Materials within three business days (excluding any day which is
a Saturday or Sunday or a day on which The New York Stock Exchange is closed)
following receipt thereof from the Licensee. Once Informational Materials have
been approved by Dow Jones, subsequent Informational Materials which do not
alter the use or description of Dow Jones, such Indexes or such Dow Jones
Marks, as the case may be, need not be submitted for review and approval by Dow
Jones.


 


(e)                                  Except as may
be expressly otherwise agreed in writing by Dow Jones, or as otherwise
permitted or required under this Agreement, the Dow Jones Marks and the
Licensee’s marks, the marks of any of their respective affiliates or the marks
of any third party, to the extent they appear in any Informational Material,
shall appear separately and shall be clearly identified with regard to
ownership.  Whenever the Dow Jones Marks
are used in any Informational Material in connection with any of the Products,
the name of the Licensee shall appear in close proximity to the Dow Jones Marks
so that the identity of the Licensee, and its status as an authorized licensee
of such Dow Jones Marks, is clear and obvious.


 


10














 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(f)                                   The Licensee
agrees that any proposed change in the use of the Dow Jones Marks shall be
submitted to Dow Jones for, and shall be subject to, Dow Jones’ prior written
consent.


 


(g)                                  If at any time
Dow Jones is of the opinion that the Licensee is not properly using the
Intellectual Property in connection with the Products or Informational
Materials, or that the standard of quality of any of the Products or Informational
Materials does not conform to the standards as set forth herein, Dow Jones
shall give notice to the Licensee to that effect. Upon receipt of such notice,
the Licensee shall forthwith correct the defects in the non-conforming Products
or Informational Materials so that they comply with all required standards or
cease (subject to regulatory requirements) the listing, marketing and promotion
of the non-conforming Products or Informational Materials.


 


7.                                      Proprietary
Rights.


 


(a)                                 The Licensee
acknowledges that the Indexes are selected, compiled, coordinated, arranged and
prepared by Dow Jones through the application of methods and standards of
judgment used and developed through the expenditure of considerable work, time
and money by Dow Jones. The Licensee also expressly acknowledges and agrees
that the Indexes and the Dow Jones Marks are valuable assets of Dow Jones and
the Licensee agrees that it will take reasonable measures to prevent any
unauthorized use of the information provided to it concerning the selection,
compilation, coordination, arrangement and preparation of the Indexes.


 


(b)                                 Each party
shall treat as confidential and shall not disclose or transmit to any third
party (i) any documentation or other materials with respect to the subject matter
of this Agreement that are marked as “Confidential” by the providing party and (ii)
the terms of this Agreement (collectively, “Confidential Information”).
Confidential Information as described in clause (i) of the preceding sentence
shall not include (A) any information that is available to the public or to the
receiving party hereunder from sources other than the providing party (provided
that such source is not subject to a confidentiality agreement with regard to
such information) or (B) any information that is independently developed by the
receiving party without use of or reference to information from the providing
party.


 


(c)                                  Notwithstanding
the foregoing, either party may reveal Confidential Information to any
regulatory agency or court of competent jurisdiction if such information to be
disclosed is (i) approved in writing by the providing party for disclosure or (ii)
required by law, regulatory agency or court order to be disclosed by the
receiving party, provided, if permitted by law, that prior written notice of
such required disclosure is given to the providing party and provided further
that the receiving party shall cooperate with the providing party to limit the
extent of such disclosure. The provisions of Sections 7(b) and (c) shall survive
termination or expiration of this Agreement for a period of five (5) years from disclosure by either
party to the other of the last item of such Confidential Information.


 


8.                                      Warranties;
Disclaimers.


 


(a)                                 Each party
represents and warrants to the other that it has the authority to enter into
this Agreement according to its terms, and that its execution and delivery of
this Agreement and its 


 


11

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


performance
hereunder will not violate any agreement applicable to it or violate any
applicable laws, rules or regulations. Dow Jones represents that it owns and/or
has the right to license hereunder the Intellectual Property licensed hereunder
in accordance with the terms and conditions set forth herein. The Licensee
represents and warrants to Dow Jones that the Products listed for trading, and
the marketing and promotion thereof, by or on behalf of the Licensee will not
violate any agreement applicable to the Licensee or violate any applicable
laws, rules or regulations, including without limitation, securities,
commodities, and banking laws.


 


(b)                                 The Products
are not sponsored, endorsed, sold or promoted by Dow Jones. Dow Jones makes no
representation or warranty, express or implied, to the Licensee, the owners of
the Products or any member of the public regarding the advisability of trading
or investing in securities generally or in the Products particularly. Dow Jones’
only relationship to the Licensee is the licensing of certain trademarks and
trade names of Dow Jones and of the Indexes which are determined, composed and
calculated by Dow Jones without regard to the Licensee or the Products. Dow
Jones has no obligation to take the needs of the Licensee or the owners of the
Products into consideration in determining, composing or calculating the
Indexes. Dow Jones is not responsible for and has not participated in the
determination of the timing of, prices at, or quantities of the Products to be
issued or in the determination or calculation of any equation by which the
Products are to be converted into cash. Dow Jones has no obligation or
liability in connection with the administration, marketing or trading of the
Products.


 


DOW JONES DOES NOT GUARANTEE
THE ACCURACY AND/OR THE COMPLETENESS OF THE INDEXES OR ANY DATA RELATED THERETO
AND DOW JONES SHALL HAVE NO LIABILITY FOR ANY ERRORS, OMISSIONS, OR
INTERRUPTIONS THEREIN. DOW JONES MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO
RESULTS TO BE OBTAINED BY THE LICENSEE, OWNERS OF THE PRODUCTS, OR ANY OTHER
PERSON OR ENTITY FROM THE USE OF THE INDEXES OR ANY DATA RELATED THERETO. DOW
JONES MAKES NO EXPRESS OR IMPLIED WARRANTIES, AND EXPRESSLY DISCLAIMS ALL
WARRANTIES, OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE WITH
RESPECT TO THE INDEXES OR ANY DATA RELATED THERETO. WITHOUT LIMITING ANY OF THE
FOREGOING, IN NO EVENT (except as otherwise expressly provided in Section 9)
SHALL DOW JONES HAVE ANY LIABILITY FOR ANY LOST PROFITS OR INDIRECT, PUNITIVE,
SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF
THE POSSIBILITY OF SUCH DAMAGES. THERE ARE NO THIRD PARTY BENEFICIARIES OF ANY
AGREEMENTS OR ARRANGEMENTS BETWEEN DOW JONES AND THE LICENSEE.


 


(c)                                  Without
limiting the disclaimers set forth in this Agreement, in no event shall the
cumulative liability of Dow Jones to the Licensee and its affiliates under or
relating to this Agreement at any time exceed the aggregate amount of License
Fees received by Dow Jones pursuant to this Agreement in the twelve-month
period prior to such time, except with respect to a claim by Licensee for
Indemnification pursuant to Section 9(c) hereof.


 


12

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(d)                                 Except as
otherwise expressly provided herein and in Section 9, neither Dow Jones nor the
Licensee shall be liable to the other for any lost profits or special,
indirect, exemplary, incidental, or consequential damages in connection with
any breach of any of the provisions of this Agreement; provided, however,
Licensee’s liability with respect to lost profits shall not be excluded with
respect to Licensee’s breach of the grant of license as set forth in Section 1.


 


9.                                      Indemnification.


 


(a)                                 The Licensee
shall indemnify and hold harmless Dow Jones and its affiliates, and their
respective officers, directors, members, employees and agents, against any and
all judgments, damages (excluding lost profits or special, indirect, exemplary,
incidental, or consequential damages, unless awarded to a third party),
liabilities, costs and expenses of any kind (including reasonable attorneys’
and experts’ fees) (collectively, “Losses”) that arise out of or relate
to any claim, action or proceeding brought by a third party that relates to (i)
any breach by the Licensee of its representations and warranties or covenants
under this Agreement, (ii) this Agreement or (iii) the Products; provided, however,
that Dow Jones must promptly notify the Licensee in writing of any such claim,
action or proceeding (but the failure to do so shall not relieve the Licensee
of any liability hereunder except to the extent the Licensee has been
materially prejudiced therefrom). The Licensee may elect, by written notice to
Dow Jones within ten (10) days after receiving notice of such claim, action or
proceeding from Dow Jones, to assume the defense thereof with counsel
reasonably acceptable to Dow Jones. If the Licensee does not so elect to assume
such defense or disputes its indemnity obligation with respect to such claim,
action or proceeding, or if Dow Jones reasonably believes that there are
conflicts of interest between Dow Jones and the Licensee or that additional defenses
are available to Dow Jones with respect to such defense, then Dow Jones shall
retain its own counsel to defend such claim, action or proceeding, at the
Licensee’s expense. The Licensee shall periodically reimburse Dow Jones for its
expenses incurred under this Section 9(a). Dow Jones shall have the right, at
its own expense, to participate in the defense of any claim, action or
proceeding against which it is indemnified hereunder; provided, however,
that Dow Jones shall have no right to control the defense, consent to judgment,
or agree to settle any such claim, action or proceeding without the written
consent of the Licensee unless Dow Jones waives its right to indemnity
hereunder. The Licensee, in the defense of any such claim, action or proceeding,
except with the written consent of Dow Jones, shall not consent to entry of any
judgment or enter into any settlement which (i) does not include, as an
unconditional term, the grant by the claimant to Dow Jones of a release of all
liabilities in respect of such claims or (ii) otherwise adversely affects the
rights of Dow Jones.


 


(b)                                 Notwithstanding
Section 9(a), the Licensee shall not have any obligation to indemnify and hold
harmless Dow Jones and its affiliates, and their respective officers,
directors, members, employees, and agents, to the extent that Dow Jones’ Losses
arise out of or relate to (i) a breach by Dow Jones of its representations or
warranties under this Agreement, (ii) the gross negligence or willful or
reckless misconduct of any of Dow Jones’ officers, directors, employees or
agents acting within the scope of their authority, or (iii) miscalculations or
errors in an Index originated by Dow Jones.


 


13

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(c)                                  Dow Jones shall
indemnify and hold harmless Licensee and its affiliates, and their respective
officers, members, employees and agents, against any and all Losses that arise
out of any claim, action or proceeding brought by a third party that relates to
any breach by Dow Jones of its representations and warranties under Section 8(a)
of this Agreement; provided, however, that Licensee must promptly notify Dow
Jones in writing of any such claim, action or proceeding (but the failure to do
so shall not relieve Dow Jones of any liability hereunder except to the extent
Dow Jones has been materially prejudiced therefrom).  Dow Jones may elect, by written notice to the
Licensee within ten (10) days after receiving notice of such claim, action or
proceeding from the Licensee, to assume the defense thereof with counsel
reasonably acceptable to the Licensee. 
If Dow Jones does not so elect to assume such defense or disputes its
indemnity obligation with respect to such claim, action or proceeding, or if
the Licensee reasonably believes that there are conflicts of interest between
the Licensee and Dow Jones or that additional defenses are available to the
Licensee with respect to such defense, then the License shall retain its own
counsel to defend such claim, action or proceeding, at Dow Jones’ expense.  Dow Jones shall periodically reimburse the
Licensee for its expenses incurred under this Section 9(c).  The Licensee shall have the right, at its own
expense, to participate in the defense of any claim, action or proceeding
against which it is indemnified hereunder; provided, however, that the Licensee
shall have no right to control the defense, consent to judgment, or agree to
settle any such claim, action or proceeding without the written consent of Dow
Jones unless the Licensee waives its right to indemnity hereunder.  Dow Jones, in the defense of any such claim,
action or proceeding, except with the written consent of the Licensee, shall
not consent to entry of any judgment or enter into any settlement which (i) does
not include, as an unconditional term, the grant by the claimant to the
Licensee of a release of all liabilities in respect of such claims or (ii) otherwise
adversely affects the rights of the Licensee.


 


(d)                                 The
indemnification provisions set forth herein are solely for the benefit of the
indemnified parties and are not intended to, and do not, create any rights or
causes of actions on behalf of any third party.


 


10.                               Suspension of
Performance.


 


Notwithstanding anything
herein to the contrary, neither Dow Jones nor the Licensee shall bear
responsibility or liability to each other or to third parties for any Losses
arising out of any delay in or interruptions of performance of their respective
obligations under this Agreement due to any act of God, act of governmental
authority, or act of public enemy, or due to war, the outbreak or escalation of
hostilities, riot, fire, flood, civil commotion, insurrection, labor difficulty
(including, without limitation, any strike, other work stoppage, or slow-down),
severe or adverse weather conditions, power failure, communications line or
other technological failure, or other similar cause beyond the reasonable
control of the party so affected.


 


11.                               Injunctive
Relief.


 


In the event of a material
breach by one party (“Breaching Party”) of provisions of this Agreement
relating to the Confidential Information of the other party (“Non-breaching
Party”), the Breaching Party acknowledges and agrees that damages would be
an inadequate remedy and that the 


 


14

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


Non-breaching
Party shall be entitled to preliminary and permanent injunctive relief to
preserve such confidentiality or limit improper disclosure of such Confidential
Information, but nothing herein shall preclude the Non-breaching Party from
pursuing any other action or remedy for any breach or threatened breach of this
Agreement. All remedies under this Section 11 shall be cumulative.


 


12.                               Other Matters.


 


(a)                                 This Agreement
is solely and exclusively between the parties hereto and, except to the extent
otherwise expressly provided herein, shall not be assigned or transferred, nor
shall any duty hereunder be delegated, by either party, without the prior
written consent of the other party, which consent shall not be unreasonably
withheld, and any attempt to so assign or transfer this Agreement or delegate
any duty hereunder without such written consent shall be null and void; provided, however,
that any affiliate which, directly or indirectly, controls, is controlled by or
is under common control with the Licensee may use the Indexes and the Dow Jones
Marks in connection with the issuance, marketing and promotion of the Products,
provided that such affiliate shall be subject to all of the terms and
conditions of this Agreement applicable to the Licensee; and provided, further,
that either Party may assign and transfer its rights and obligations hereunder,
without the consent of the other Party, to to a successor-in-interest to its
business or, in the case of Dow Jones, a successor-in-interest to the Dow Jones
Indexes’ business unit.  This Agreement
shall be valid and binding on the parties hereto and their successors and
permitted assigns.


 


(b)                                 This Agreement,
including the Exhibits and Schedules hereto (which are hereby expressly
incorporated into and made a part of this Agreement), constitutes the entire
agreement of the parties hereto with respect to its subject matter, and
supersedes any and all previous agreements between the parties with respect to
the subject matter of this Agreement. (Without limiting the generality of the
foregoing, this Agreement supersedes the Original Agreement as of the Effective
Date, but the Original Agreement remains in effect as provided in Section 12(h)
of the Original Agreement, to the extent therein provided, with respect to
events prior to the Effective Date.) 
There are no oral or written collateral representations, agreements or
understandings except as provided herein. 
The provisions of any Licensing Schedule shall supplement the other
provisions of this Agreement and shall take precedence over the other provisions
of this Agreement, including the Exhibits hereto, in the event of any
inconsistency between them.


 


(c)                                  No waiver,
modification or amendment of any of the terms and conditions hereof shall be
valid or binding unless set forth in a written instrument signed by duly
authorized officers of both parties. The delay or failure by any party to
insist, in any one or more instances, upon strict performance of any of the
terms or conditions of this Agreement or to exercise any right or privilege
herein conferred shall not be construed as a waiver of any such term,
condition, right or privilege, but the same shall continue in full force and
effect.


 


(d)                                 No breach,
default or threatened breach of this Agreement by either party shall relieve
the other party of its obligations or liabilities under this Agreement with
respect to the protection of the property or proprietary nature of any property
which is the subject of this Agreement.


 


15

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(e)                                  All notices and
other communications under this Agreement shall be (i) in writing, (ii) delivered
by hand (with receipt confirmed in writing), by registered or certified mail
(return receipt requested), or by facsimile transmission (with receipt
confirmed in writing), to the address or facsimile number set forth below or to
such other address or facsimile number as either party shall specify by a
written notice to the other and (iii) deemed given upon receipt.


 


If to Dow Jones:                                                        Dow Jones &
Company, Inc.


4300
N. Route 1


South
Brunswick, New Jersey 08852


Attn:                Michael A.
Petronella,


President/Dow
Jones Indexes


Fax
No.: 609/452-3242


 


With a copy to:                                                             Dow Jones &
Company, Inc.


4300 N. Route 1


South Brunswick, NJ 08852


Attn:  Legal Department


Fax
No.:  609/520-4021


 


If  to the Licensee:                                                The Chicago
Board Options Exchange, Incorporated


400
South LaSalle Street


Chicago,
Illinois 60605


Attn:                  Richard G.
DuFour, Executive Vice President


Fax No.: 312/786-7407


 


With a copy to:                                                              The Chicago
Board Options Exchange, Incorporated


400 South LaSalle Street


Chicago, IL 60605


Attn:  General Counsel


Fax
No.:  (312) 786-7919


 


(f)                                   This Agreement
shall be interpreted, construed and enforced in accordance with the laws of the
State of New York without reference to or inclusion of the principles of choice
of law or conflicts of law of that jurisdiction. It is the intent of the
parties that the substantive law of the State of New York govern this Agreement
and not the law of any other jurisdiction incorporated through choice of law or
conflicts of law principles. Each party agrees that any legal action,
proceeding, controversy or claim between the parties arising out of or relating
to this Agreement may be brought and prosecuted only in the United States
District Court for the Southern District of New York or in the Supreme Court of
the State of New York in and for New York County, and by execution of this
Agreement each party hereto submits to the exclusive jurisdiction of such court
and waives any objection it might have based upon improper venue or
inconvenient forum. Each party hereby waives any right it may have to a jury
trial in connection with any legal action, proceeding, controversy or claim
between the parties arising out of or relating to this Agreement.


 


16

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


(g)                                  This Agreement
(and any related agreement or arrangement between the parties hereto) is solely
and exclusively for the benefit of the parties hereto and their respective
successors, and nothing in this Agreement (or any related agreement or
arrangement between the parties hereto), express or implied, is intended to or
shall confer on any other person or entity (including, without limitation, any
purchaser of any Products traded on or through the Licensee’s facilities), any
rights, benefits or remedies of any nature whatsoever under or by reason of
this Agreement (or any such related agreement or arrangement between the
parties hereto).


 


(h)                                 Section 4,
Sections 7(b) and (c) (as provided therein), Sections 8, 9, 11 and 12 (e), (f) and
(g), and this Section 12(h), shall survive the expiration or termination of
this Agreement.


 


(i)                                     The parties
hereto are independent contractors. Nothing herein shall be construed to place
the parties in the relationship of partners or joint venturers, and’ neither
party shall acquire any power, other than as specifically and expressly
provided in this Agreement, to bind the other in any manner whatsoever with
respect to third parties.


 


(j)                                    All references
herein to “reasonable efforts” shall include taking into account all relevant
commercial and regulatory factors. All references herein to “regulations” or
“regulatory proceedings” shall include regulations or proceedings by
self-regulatory organizations such as securities exchanges.


 


(k)                                 Dow Jones shall
extend a discount of [*confidential treatment requested/material filed
separately*] ([*confidential treatment requested/material filed separately*]%
to Licensee with respect to up to [*confidential treatment requested/material
filed separately*] (US$[*confidential treatment requested/material filed
separately*] worth of ad lineage (based on Dow Jones’ standard rate cards) that
Licensee may spend on advertising in Dow Jones’ publications (including,
without limitation, The Wall Street Journal and Barron’s) per Year during the
Term, provided, that such advertisements relate solely to licensed investment
products based, directly or indirectly, on indexes that are proprietary to Dow
Jones.  Placement of all such
advertisements will be subject to Dow Jones’ standard terms with respect to
insertion orders and ad guidelines.


 


17

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be
executed as of the date first set forth above.


 


	
   

  	
  DOW JONES & COMPANY, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael A. Petronella

  
	
   

  	
   

  	
  Name: Michael A. Petronella

  
	
   

  	
   

  	
  Title: President, Dow Jones Indexes

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Richard G. DuFour

  
	
   

  	
   

  	
  Name: Richard G. DuFour

  
	
   

  	
   

  	
  Title:
  Executive Vice President

  



 


18

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


INDEX OF ATTACHMENTS


 


	
  EXHIBITS:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit
  A

  	
   

  	
  Form
  of Index Licensing Schedule [for additional Indexes]

  
	
   

  	
   

  	
   

  
	
  Exhibit
  B

  	
   

  	
  License
  Fees

  
	
   

  	
   

  	
   

  
	
  SCHEDULES:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Schedule
  I

  	
   

  	
  Index
  Licensing Schedule I

  
	
   

  	
   

  	
   

  
	
  Schedule
  II

  	
   

  	
  Index
  Licensing Schedule II

  
	
   

  	
   

  	
   

  
	
  Schedule
  III

  	
   

  	
  Index
  Licensing Schedule III

  



 


1

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


EXHIBIT A


Form
of Index Licensing Schedule


 


By signing below, Licensee agrees that the license
granted in this Schedule shall be subject to all of the terms
and conditions set forth in the License Agreement (the “License Agreement”),
dated as of [insert date] by and between Dow Jones & Company, Inc. (“Dow
Jones”), and [insert licensee]
(“Licensee”).


 


This Schedule and all
addenda and schedules thereto are collectively referred to as, the
“Schedule”.  The Schedule shall
supplement and amend the Agreement and together the Schedule and License
Agreement (and all addenda thereto) shall form the entire agreement between the
parties regarding the license with respect to the Licensed Index and Dow Jones
Marks (the “License”) set forth below, and shall supercede all prior
agreements, proposals or other communications between the parties, oral or in
writing, regarding the License.


 


Schedule Effective Date:


 


Licensed Index:  [insert
relevant index]


 


Dow Jones Marks:  “Dow Jones”
[insert other Dow Jones marks]


 


Products:


 


The
name of the Product shall be [insert proposed name of
product].


 


Trading Hours:  [insert trading hours] [Central
European][Eastern] Time


 


Territory:


 


Launch Date: [insert target].


 


License Fees:


 


Additional Terms and Conditions:  [insert any
other agreed terms]


 


The terms and conditions of this Schedule are
acknowledged and agreed to:


 


	
  DOW JONES & COMPANY, INC. 

  	
   

  	
  CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  
					



 


1

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  



 


2














 


Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omissions have been indicated by the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


EXHIBIT B


LICENSE FEES


 


Effective as of July 1,
2006, Licensee shall pay to Dow Jones an annual minimum payment (the “Annual
Minimum Payment”) determined as described in Section I of this Exhibit B.  Licensee may apply “Per Contract Fees”
(described in Section II of this Exhibit B) against the total Annual
Minimum Payment payable for each Year.


 


I.                                         Annual
Minimum Payment; Additional One-Time Payment


 


(A)                              Subject to the
provisions of Section 3 of the License Agreement and the remaining
provisions of this Section I of this Exhibit B, during each Year of
the Term, commencing as of July 1, 2006, the Annual Minimum Payment shall
be at a rate of $[*confidential treatment requested/material filed separately*]
per Year.


 


(B)                                If either party
terminates this Agreement in its entirety pursuant to any provision of Section 4
(except a termination by Dow Jones pursuant to Section 4(a)) of this
Agreement, the Annual Minimum Payment shall be reduced to zero, with the
reduction prorated as of the date of the termination.


 


(C)                                The Annual
Minimum Payment shall be payable in advance in equal quarterly installments
(each, a “Quarterly Minimum Payment”). 
(Licensee has made a payment of $[*confidential treatment
requested/material filed separately*] with respect to the third calendar
quarter of the Year 2006, and will make an additional payment of
$[*confidential treatment requested/material filed separately*] with respect to
that quarter following the Effective Date.)


 


(D)                               Licensee shall
make an additional one-time payment following the Effective Date in the amount
of $[*confidential treatment requested/material filed separately*].  (For the avoidance of doubt, the total amount
to be paid by Licensee with respect to 2006 following the Effective Date shall
be $[*confidential treatment requested/material filed separately*] such amount
consisting of the Quarterly Minimum Payment for the fourth calendar quarter,
the payment of $[*confidential treatment requested/material filed separately*]
described in paragraph (C) and the payment described in this paragraph
(D).)


 


II.                                     Per
Contract Fees for Index Options


 


Subject to the provisions of Section 3
of the License Agreement, in each Year, the Licensee will pay to Dow Jones (or
a Dow Jones affiliate designated by Dow Jones) a fee (the “Per Contract Fee”)
of:


 


(i)                                     with respect to Products
based on the DJIA, until such time during such Year (if ever) when total Per
Contract Fees pursuant to this Agreement have equaled the Annual Minimum
Payment, US$[*confidential treatment requested/material filed separately*] 


 

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


([*confidential treatment requested/material
filed separately*]) per contract traded on the Licensee during such Year;


 


(ii)                                  with respect to Products
based on all other Indexes licensed pursuant to Schedules I through III, until
such time during such Year (if ever) when total Per Contract Fees pursuant to
this Agreement have equaled the Annual Minimum Payment, US$[*confidential
treatment requested/material filed separately*] ([*confidential treatment
requested/material filed separately*]) per contract traded on the Licensee
during such Year; and


 


(iii)                               with respect to Products
based on the DJIA and all other Indexes licensed pursuant to Schedules I
through III, after such time during such Year (if ever) when total Per Contract
Fees pursuant to this Agreement have equaled the Annual Minimum Payment, US$[*confidential
treatment requested/material filed separately*] ([*confidential treatment
requested/material filed separately*]) per contract traded on the Licensee
during such Year.


 


provided, that:


 


(1)                                  if Licensee wishes to list
and trade a new Product that is based on reduced values of an Index, the
parties will in good faith negotiate mutually acceptable reduced Per Contract
Fees for such reduced-value Product;


 


(2)                                  in each Year, 100% of the
Per Contract Fees on all Products on all Indexes payable hereunder shall be
applied to the Annual Minimum Payment payable for such Year; and


 


(3)                                  notwithstanding clauses (i),
(ii) and (iii) above, the Per Contract Fee for blocks of
[*confidential treatment requested/material filed separately*] or more
contracts shall not exceed [*confidential treatment requested/material filed
separately*]% of the transaction fees charged by the Licensee, but in no event
shall be less than $[*confidential treatment requested/material filed
separately*] per contract.


 


III.                                 General


 


·                  Within 10 days after the end
of each calendar quarter, beginning with the third calendar quarter of the Year
2006, the Licensee will provide to Dow Jones a written report of the trading
volume for each Product for such quarter (each, a “Quarterly Report”), together
with a calculation of the amount of the Per Contract Fee for such quarter.  (Licensee has provided such reports with
respect to the first two calendar quarters of 2006 pursuant to the Original
Agreement.)  At such time(s) during
any Year that the cumulative Per Contract Fees exceed the Quarterly Minimum
Payment(s) paid thus far in respect of such Year, the Licensee will make
payment of such excess amount at the time it provides the Quarterly Report for
such quarter.


 

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


·                  All amounts will be paid in
cash and will be non-refundable (except as may be necessary to accomplish an
adjustment of the Annual Minimum Payment as described in paragraph 3(c)(1) of
the Agreement).  The terms hereof shall
be deemed “Confidential Information” for purposes of Section 7(b) of
this Agreement.


 

















 


Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omissions have been indicated by the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


SCHEDULE I


Index
Licensing Schedule I


 


This Schedule I is a Schedule to, and a part
of, that certain Amended and Restated License Agreement dated as of [                        ],
2006 by and between Dow Jones and CBOE.


 


Schedule I Effective
Date:  Date of the Agreement


 


Licensed Indexes (“Schedule
I Indexes”):


 


Price versions of the following indexes:


 


	
   

  	
  Dow Jones Industrial Average (“DJIA”)

  
	
   

  	
  Dow 10

  
	
   

  	
  Dow Jones Transportation Average

  
	
   

  	
  Dow Jones Utilities Average

  
	
   

  	
   

  
	
  Dow Jones Marks:

  	
  Dow Jones; Dow Jones Industrial Average;
  DJIA; The Dow; The Dow 30; The Dow 10; Dow Jones Transportation Average; Dow
  Jones Utilities Average

  



 


Products:  Exchange-traded securities option contracts
that are based upon any of the Indexes (but not any part of any Index other
than the whole Index, and not any subset of the components of any Index) and
are cleared by The Options Clearing Corporation or another clearing agency,
including only average price options, barrier options, binary options, chooser
options, compound options, flexible exchange-traded options commonly known as
“Flex Options”, long-term exchange-traded options commonly known as “leaps”,
look back options, out performance options and power options, provided, in each
case, that they constitute securities option contracts.


 


For
purposes of this Schedule I, an “exchange-traded” option contract means an
option contract traded on a national securities exchange, or traded on or
through an automated quotation system of a registered securities association or
an electronic communications network or Alternative Trading System.


 


Licensee
shall have the discretion to establish the specifications for Products;
provided, that Licensee shall not modify the contract size of any of the
Products without Dow Jones’ prior written consent, which Dow Jones will not
unreasonably withhold.


 


Trading Hours:  Products based on Schedule I
Indexes may be traded 24 x 7


 


Territory: worldwide


 


License Fees: See Exhibit B to the Agreement (as modified and
supplemented in this Schedule I)


 

















 


Portions of this exhibit
have been omitted pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. The omissions have been indicated by
the phrase “[*confidential treatment requested/material filed separately*]”,
and the omitted text has been filed separately with the Securities and Exchange
Commission.


 


Additional Terms and Conditions:  (1)  The
license granted in Section 1(a) of the Agreement with respect to the
Dow Jones Industrial Average (the “DJIA”) and the other Schedule I Indexes
shall be exclusive during the hours of 9:30 AM — 4:30 PM ET (the “Exclusive
Hours”), during any part of the hour ending at 9:30 AM ET into which NYSE
extends its regular trading hours and during any part of the hour beginning at
4:30 PM ET into which NYSE extends its regular trading hours (the “Extended
Exclusive Hours”), except as hereinafter provided, and accordingly Dow Jones
shall not grant a license to any third party to trade, or provide a market for
the trading of, Products based on any one or more of the Schedule I Indexes
during the Exclusive Hours and the Extended Exclusive Hours except as
hereinafter provided.  (Licensee
acknowledges that, if NYSE extends its regular trading hours to include all or
part of the Extended Exclusive Hours and Dow Jones has previously granted a
license to a third party with respect to the DJIA and/or any other Schedule I
Index during such Extended Exclusive Hours, such license may remain in effect
and shall not constitute a breach of the exclusive license granted to Licensee
or a “Triggering Event” for purposes of Paragraph 3(c) of the Agreement
(it being understood that any such license would be subject to Paragraph 3(d) of
the Agreement).)


 


(2)                                  CBOE may waive its exclusive rights with respect to
the Schedule I Indexes and permit Dow Jones to license any one or more of the
Schedule I Indexes to third parties for the trading of Products during the
Exclusive Hours and, if applicable, Extended Exclusive Hours.  If CBOE waives such rights, CBOE shall
specify the scope of the waiver with respect to the following: (a) the
maximum number of third parties with which Dow Jones may enter into such
license agreements, (b) the Indexes and Products to be licensed; and (c) the
hours and currencies in which the Products may be traded; provided however that
CBOE shall have no right to designate the specific third party or parties to
which Dow Jones may grant licenses, to designate any specific third party as
one to whom Dow Jones may not grant a license, or otherwise to limit the
discretion of Dow Jones to determine to which third party or parties it will
grant a license.  If CBOE waives such
rights, Dow Jones shall make good faith efforts to enter into license
agreements consistent with CBOE’s waiver. 
If Dow Jones grants a license to permit any third party (each, a
“Third-Party Licensee”) to use any of the Schedule I Indexes in connection with
the trading and issuance of Products during hours that include the Exclusive
Hours, then:


 


(i)                                     If a license granted by Dow Jones to a Third-Party
Licensee includes five hours or more of the Exclusive Hours or, if applicable,
six hours or more of the Exclusive Hours and the Extended Exclusive Hours
together, any license fees received by Dow Jones pursuant to such license from
the Third-Party Licensee shall be taken into account for purposes of clauses (ii) and
(iii).  If a license granted by Dow Jones
to a Third-Party Licensee includes less than five hours of the Exclusive Hours
or, if applicable, less than six hours of the Exclusive Hours and the Extended
Exclusive Hours together, only the license fees received by Dow Jones pursuant to
such license from the Third-Party Licensee in respect of Products actually
traded during the Exclusive Hours and, if applicable, Extended Exclusive Hours
shall be taken into account for purposes of clauses (ii) and (iii).  The license fees described in this clause (i) shall
be referred to as the “Third Party License Fees”.


 

















 


Portions of this exhibit have been omitted pursuant to a request for
confidential treatment filed with the Securities and Exchange Commission. The
omissions have been indicated by the phrase “[*confidential treatment
requested/material filed separately*]”, and the omitted text has been filed
separately with the Securities and Exchange Commission.


 


(ii)                                  Any Third Party License Fees received by Dow Jones
shall be applied to the Annual Minimum Payment for the Year in which the
trading that generates such license fees occurs (even if Dow Jones receives
such license fees in a subsequent Year).


 


(iii)                               If the sum of all Third Party License Fees received by
Dow Jones plus the Per-Contract Fees paid by CBOE exceeds the Annual Minimum
Payment for any Year, Dow Jones shall pay CBOE an amount equal to
[*confidential treatment requested/material filed separately*] percent
([*confidential treatment requested/material filed separately*]%) of the Third-Party
License Fees received by Dow Jones in excess of the Annual Minimum
Payment.  For the avoidance of doubt, Dow
Jones shall not be obligated to pay CBOE [*confidential treatment
requested/material filed separately*]% of any Per-Contract Fees paid by CBOE in
excess of the Annual Minimum Payment.


 


(iv)                              If Dow Jones agrees to a per-contract rate for
purposes of calculating the fees due to Dow Jones in any license agreement with
any Third-Party Licensee that is less than the Per-Contract Fee applicable to full-size
Products based on the same Index under this Agreement, Dow Jones shall promptly
notify CBOE thereof, and during the effectiveness of any such license agreement
the Per-Contract Fee payable by CBOE pursuant to this Agreement shall become
the lowest per-contract rate payable by any such Third-Party Licensee with
respect to such Products, if such lowest per-contract rate payable by any such
Third-Party Licensee is lower than the Per-Contract Fee otherwise payable by
CBOE.  (For example, if Dow Jones agrees
with a Third-Party Licensee to a per-contract rate of $[*confidential treatment
requested/material filed separately*] for Products based on the DJIA, then the
Per-Contract Fee described in clause II(i) of Exhibit B would become
$[*confidential treatment requested/material filed separately*] and the
Per-Contract Fee described in clause II(ii) of Exhibit B would remain
at $[*confidential treatment requested/material filed separately*].)


 


(v)                                 Trading of Products on a market provided by any
Third-Party Licensee within the scope of a license granted by Dow Jones that
complies with this Paragraph 2 shall not constitute a “Triggering Event” for
purposes of Paragraph 3(c) of the Agreement, and the provisions of
Paragraph 3(c) of the Agreement shall continue to be applicable if any
third party that is not a Third-Party Licensee commences trading Products based
on a Schedule I Index that has been licensed to a Third-Party Licensee during
the Exclusive Hours.


 


(3)                                  If, during the Term, Dow Jones determines to create and disseminate an
altered version of any of the Schedule I Indexes (an “Altered Index,” such term
further defined below), Dow Jones shall give Licensee written notice thereof,
describing the Altered Index and its calculation in reasonable detail, before
offering to license the Altered Index to any third party for use with a Product
during the Exclusive Hours.  CBOE shall
notify Dow Jones of its intent to introduce Products on the Altered Index by
written notice to Dow Jones within thirty (30) days of the date of Dow Jones’s
notice, and Dow Jones agrees that it will not offer to license the Altered I
Index to any third party for use with a Product during the Exclusive Hours
prior to the expiration of such thirty days. 
If CBOE determines not 


 

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


to introduce Products on the
Altered Index or fails to respond to Dow Jones within such thirty (30) day
period, Dow Jones shall be free to grant such a license to a third party.  If CBOE determines to introduce Products on
the Altered Index, but fails to provide a market for trading a Product based on
such Altered Index within sixty (60) days of its acceptance (or other mutually
agreed time period — it being understood that, if CBOE must make a rule filing
with respect to such Altered Index and/or the Product based thereon, the
running of such period shall be tolled during the time between the filing of
such rule filing and its approval by the Securities and Exchange Commission),
CBOE’s rights with respect to such Altered Index shall terminate and Dow Jones
shall be free to license such Altered Index to a third party.  If CBOE
introduces Products on an Altered Index, the Altered Index shall be deemed to
be a Schedule I Index for purposes of this Schedule I (so that, without
limiting the generality of the foregoing, the license fees paid by CBOE in
respect of the trading of Products on such Altered Index shall be applied to
the Annual Minimum Payment).


 


The term “Altered Index” means any index that
has the same constituent equity securities as a Schedule I Index but a
different calculation methodology.  The
term includes, without limitation, any geometric, total return or double beta
version of a Schedule I Index and any version of a Schedule I Index that
utilizes market capitalization, equal dollar weighting or share weighting or a
modified version of any of the foregoing, or that utilizes share prices,
outstanding shares or free-float shares.


 














 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


SCHEDULE II


Index
Licensing Schedule II


 


This Schedule II  is a Schedule to, and a part of, that certain
Amended and Restated License Agreement dated as of [                        ],
2006 by and between Dow Jones and CBOE.


 


Schedule
II Effective Date:  Date of the Agreement


 


Licensed
Indexes (“Schedule II Indexes”):


 


Price and total
return versions of the following Schedule II Indexes:


 

















 


Portions of this exhibit
have been omitted pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. The omissions have been indicated by
the phrase “[*confidential treatment requested/material filed separately*]”,
and the omitted text has been filed separately with the Securities and Exchange
Commission.


 


	
  DOW JONES
  GLOBAL INDEXES

  	
   

  	
  Industry
  Group Performance Indexes

  
	
   

  	
   

  	
   

  
	
  REGION/COUNTRY INDEXES

  	
   

  	
  Basic Materials

  
	
   

  	
   

  	
  Aluminum

  
	
  Americas

  	
   

  	
  Other non-ferrous

  
	
   

  	
   

  	
  Chemicals

  
	
  Canada

  	
   

  	
  Chem-commodity

  
	
  Mexico

  	
   

  	
  Chem-specialty

  
	
  U.S.

  	
   

  	
  Forest products

  
	
   

  	
   

  	
  Mining, diversified

  
	
  Europe/Africa

  	
   

  	
  Paper products

  
	
   

  	
   

  	
  Precious metals

  
	
  Austria

  	
   

  	
  Steel

  
	
  Belgium

  	
   

  	
  Independent

  
	
  Denmark

  	
   

  	
  Conglomerates

  
	
  Finland

  	
   

  	
  Overseas Trading

  
	
  France

  	
   

  	
  Plantations

  
	
  Germany

  	
   

  	
  Consumer, Cyclical

  
	
  Ireland

  	
   

  	
  Advertising

  
	
  Italy

  	
   

  	
  Airlines

  
	
  Netherlands

  	
   

  	
  Apparel

  
	
  Norway

  	
   

  	
  Clothing/Fabrics

  
	
  South Africa

  	
   

  	
  Footwear

  
	
  Spain

  	
   

  	
  Auto manufacturers

  
	
  Sweden

  	
   

  	
  Auto parts & equip

  
	
  Switzerland

  	
   

  	
  Casinos

  
	
  United Kingdom

  	
   

  	
  Home construction

  
	
   

  	
   

  	
  Home furnishings

  
	
  Europe/Africa (ex. South Africa)

  	
   

  	
  Consumer electronics

  
	
   

  	
   

  	
  Other furnishings

  
	
  Europe/Africa (ex. U.K. & S.
  Africa)

  	
   

  	
  Lodging

  
	
   

  	
   

  	
  Media

  
	
  World (ex. U.S.)

  	
   

  	
  Cable/Broadcasting

  
	
   

  	
   

  	
  Publishing

  
	
  DJ WORLD STOCK INDEX

  	
   

  	
   

  



 

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


	
  Recreation products

  	
   

  	
  Diversified
  financial

  
	
  Entertainment

  	
   

  	
  Insurance, all

  
	
  Other Rec Products

  	
   

  	
  Full
  line

  
	
  Toys

  	
   

  	
  Life

  
	
  Restaurants

  	
   

  	
  Property/Casualty

  
	
  Retailers, apparel

  	
   

  	
  Real estate

  
	
  Retailers, broadline

  	
   

  	
  Savings & Loan

  
	
  Retailers, drug-based

  	
   

  	
  Securities brokers

  
	
  Retailers, specialty

  	
   

  	
  Industrial

  
	
  Consumer, Non-Cyel

  	
   

  	
  Air freight

  
	
  Beverages, distillers

  	
   

  	
  Building materials

  
	
  Beverages, soft drinks

  	
   

  	
  Containers & pkging

  
	
  Consumer services

  	
   

  	
  Elec comps & equip

  
	
  Cosmetics

  	
   

  	
  Factory equipment

  
	
  Food

  	
   

  	
  Heavy construction

  
	
  Fishing

  	
   

  	
  Heavy machinery

  
	
  Other food

  	
   

  	
  Industrial, diversified

  
	
  Food retailers

  	
   

  	
  Marine transport

  
	
  Health care

  	
   

  	
  Pollution control

  
	
  Household products

  	
   

  	
  Other industrial svcs

  
	
  Durable

  	
   

  	
  Railroads

  
	
  Non-durable

  	
   

  	
  Transportation equip

  
	
  Medical supplies

  	
   

  	
  Trucking

  
	
  Pharmaceuticals

  	
   

  	
  Technology

  
	
  Tobacco

  	
   

  	
  Aerospace/Defense

  
	
  Energy

  	
   

  	
  Communications tech

  
	
  Coal

  	
   

  	
  Computers w/IBM

  
	
  Oil drilling

  	
   

  	
  Computers wo/IBM

  
	
  Oil cos, major

  	
   

  	
  Diversified technology

  
	
  Oil cos, secondary

  	
   

  	
  Industrial technology

  
	
  Oilfield equip/svcs

  	
   

  	
  Medical/Bio tech

  
	
  Pipelines

  	
   

  	
  Advcd Med Devices

  
	
  Financial

  	
   

  	
  Biotechnology

  
	
  Banks, all

  	
   

  	
  Office equipment

  
	
  Major int’l

  	
   

  	
  Semiconductors

  
	
  Regional banks

  	
   

  	
  Software

  
	
  U.S.
  east

  	
   

  	
  Utilities

  
	
  U.S.
  central

  	
   

  	
  Electric

  
	
  U.S.
  south

  	
   

  	
  Gas

  
	
  U.S.
  west

  	
   

  	
  Telephone

  
	
   

  	
   

  	
  Water

  
	
   

  	
   

  	
  DJ Global Indexes

  



 

















 


Portions of this exhibit
have been omitted pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. The omissions have been indicated by
the phrase “[*confidential treatment requested/material filed separately*]”,
and the omitted text has been filed separately with the Securities and Exchange
Commission.


 


Dow
Jones Marks:  Dow Jones; mark consisting of the name of
each Index identified above in this Schedule II


 


Products: Exchange-traded securities option contracts that are based upon any of
the Indexes (but not any part of any Index other than the whole Index, and not
any subset of the components of any Index) and are cleared by The Options
Clearing Corporation or another clearing agency, including only average price
options, barrier options, binary options, chooser options, compound options,
flexible exchange-traded options commonly known as “Flex Options”, long-term
exchange-traded options commonly known as “leaps”, look back options, out
performance options and power options, provided, in each case, that they
constitute securities option contracts.


 


For purposes of this Schedule I, an “exchange-traded” option contract
means an option contract traded on a national securities exchange, or traded on
or through an automated quotation system of a registered securities association
or an electronic communications network or Alternative Trading System.


 


Licensee shall have the discretion to establish the
specifications for Products; provided, that Licensee shall not modify the
contract size of any of the Products without Dow Jones’ prior written consent.


 


Trading Hours:  Products based
on Schedule II Indexes may be traded 24 x 7


 


Territory: worldwide


 


License
Fees: See Exhibit B to the
Agreement


 


Additional Terms and
Conditions:  (1)  License is non-exclusive 24 x 7


 


(2)  Dow Jones at any time or from time to
time during the Term may propose in writing that the Licensee list a new
Product based on any of the Schedule II Indexes; provided, however, that Dow
Jones may make such proposal with respect to only twelve (12) Schedule II
Indexes per calendar year.  If CBOE shall
not, within 30 days after receipt of such written proposal, deliver to Dow
Jones a written commitment (reasonably satisfactory in form and substance to
Dow Jones) to list such Product, in accordance with the terms of this
Agreement, within thirty (30) days, or, if CBOE does deliver such a written
commitment but does not fulfill it within forty-five (45), then notwithstanding
anything to the contrary contained in this Schedule II or the Agreement, Dow
Jones shall thereafter be free to grant an exclusive license to any other
person or entity to use such Schedule II Index(es) in connection with such a
product (to be traded other than by or through CBOE), and CBOE’s rights with
respect to such Schedule II Index(es) pursuant to this Agreement shall
terminate.


 

















 


Portions of this exhibit have been omitted pursuant to
a request for confidential treatment filed with the Securities and Exchange
Commission. The omissions have been indicated by the phrase “[*confidential
treatment requested/material filed separately*]”, and the omitted text has been
filed separately with the Securities and Exchange Commission.


 


SCHEDULE III


Index Licensing Schedule III


 


This Schedule
III  is a Schedule to, and a part of,
that certain Amended and Restated License Agreement dated as of [                        ],
2006 by and between Dow Jones and CBOE.


 


Schedule
III Effective Date:  Date of the Agreement


 


Licensed
Indexes (“Schedule III Indexes”):


 


Price
and total return versions of
the following Schedule III Indexes:


 


Dow Jones Equity REIT Index


Dow Jones Internet Commerce
Index


 


Dow
Jones Marks:  Dow Jones; mark consisting of the name of each
Index identified above in this Schedule III.


 


Products: Exchange-traded securities option contracts that are based upon any of
the Indexes (but not any part of any Index other than the whole Index, and not
any subset of the components of any Index) and are cleared by The Options
Clearing Corporation or another clearing agency, including only average price
options, barrier options, binary options, chooser options, compound options,
flexible exchange-traded options commonly known as “Flex Options”, long-term
exchange-traded options commonly known as “leaps”, look back options, out
performance options and power options, provided, in each case, that they
constitute securities option contracts.


 


For purposes of this Schedule I, an “exchange-traded” option contract
means an option contract traded on a national securities exchange, or traded on
or through an automated quotation system of a registered securities association
or an electronic communications network or Alternative Trading System.


 


Licensee shall have the discretion to establish the
specifications for Products; provided, that Licensee shall not modify the
contract size of any of the Products without Dow Jones’ prior written consent.


 


Trading Hours:  Products based
on Schedule III Indexes may be traded 24 x 7


 


Territory: worldwide


 


License
Fees: See Exhibit B to the
Agreement


 

















 


Portions of this exhibit
have been omitted pursuant to a request for confidential treatment filed with
the Securities and Exchange Commission. The omissions have been indicated by
the phrase “[*confidential treatment requested/material filed separately*]”,
and the omitted text has been filed separately with the Securities and Exchange
Commission.


 


Additional Terms and
Conditions:  License is non-exclusive 24 x 7