EXHIBIT
10.4


 


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.


 


AMENDMENT NO. 3 TO RESTATED LICENSE AGREEMENT


 


This Amendment No. 3 to
the Restated License Agreement effective as of November 1, 1994 and as
amended by Amendment No. 1 thereto dated January 15, 1995 and
Amendment No. 2 thereto dated April 1, 1998 (collectively, the “License
Agreement”), is made by and between STANDARD & POOR’S (“S&P”), a
division of The McGraw-Hill Companies, Inc., a New York corporation having
an office at 55 Water Street, New York, New York 10041, and the CHICAGO BOARD
OPTIONS EXCHANGE, INCORPORATED (“CBOE”), having an office at 400 South LaSalle,
Chicago, Illinois 60605.  The effective
date of this Amendment No. 3 is as of July 28, 2000.


 


W I T N E S S E T H:


 


WHEREAS, the parties wish to
modify the License Agreement to extend the term thereof and the term of CBOE’s
exclusive license to use the S&P 500 Index and associated S&P Marks,
subject to certain specified minimum trading volume requirements.


 


NOW, THEREFORE, the parties
hereto agree as follows:


 


1.             Capitalized terms used but
not defined herein shall have the meanings ascribed thereto in the License
Agreement.


 


2.             Section 3(c) of
the License Agreement hereby deleted and replaced in its entirety with the
following:


 


“(c)         The license granted to CBOE
in Section 3(a) above shall be exclusive in respect of the S&P
500 for Standardized Options Contracts until November 30, 2008.  Such license shall continue to be exclusive
thereafter until November 30, 2018 for each of the following 12 month
periods beginning December 1 and ending November 30 (each, a “Trading
Period”), only if as of the December 1 of the applicable Trading Period
the average daily volume on CBOE with respect to Contracts based on the S&P
500 and traded pursuant to such license for the immediately preceding 12 months
was not less than [*confidential treatment requested/material filed
separately*] Contracts per trading day; otherwise such license shall continue
on a non-exclusive basis effective on the following January 1, and
thereafter for the remaining term of this Agreement.  After November 30, 2018, such license
shall be non-exclusive during the remaining term of this Agreement. The license
granted to CBOE in Section 3(a) above shall be exclusive in respect
of the S&P/BARRA Growth Index and the S&P/BARRA Value Index for
Standardized Options Contracts until November 30, 2008, and thereafter
shall be non-exclusive during the remaining term of this Agreement.”


 


3.             Section 4 of the
License Agreement is hereby deleted and replaced in its entirety with the
following:


 

















 


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.


 


“              4.             Term.  The term of this Agreement shall commence as
of the Effective Date and shall remain in full force and effect until November 30,
2022, unless and until terminated earlier in accordance with Section 6.”


 


4.             Section 5(a)(i) of
the License Agreement is hereby deleted and replaced in its entirety with the
following:


 


“              5(a)(i).  Subject to the minimum fees payable to
S&P pursuant to Section 5(g), a fee for each cleared S&P 500
Contract as reflected in the records of the clearing agency utilized by CBOE to
clear trades in such Contracts, at the rate of $[*confidential treatment
requested/material filed separately*] per Contract.”


 


5.             A new Section 5(g) is hereby added to the
License Agreement, as follows:


 


“5(g).      Commencing with respect to
the 12 months beginning on December 1, 2008, and continuing through the 12
months ending November 30, 2018, so long as the license granted to CBOE in
Section 3(a) above remains exclusive as provided in Section 3(c) above,
S&P shall be entitled to a minimum aggregate payment of $[*confidential
treatment requested/material filed separately*] with respect to License Fees
arising under Section 5(a)(i) pertaining to S&P 500 Contracts for
each such 12 month period.  For each such
12-month period, CBOE shall pay to S&P in one lump sum the amount of the
shortfall, if any, between $[*confidential treatment requested/material filed
separately*] and the actual S&P 500 Contract fees within thirty (30) days
of the end of such period”


 


6.             All other terms of the
License Agreement shall remain in full force and effect.


 

















 


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 Amendment to be
executed as of the date first set forth above.


 


 


	
  CHICAGO BOARD OPTIONS

  	
   

  	
  STANDARD & POOR’S a division of

  
	
  EXCHANGE

  	
   

  	
  The
  McGraw-Hill Companies, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:
  

  	
  /s/
  Richard G. DuFour

  	
   

  	
  BY:
  

  	
  /s/
  Robert A. Shakotko

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:
  

  	
  Executive
  Vice President

  	
   

  	
  TITLE:
  

  	
  Managing
  Director, Index Services