EXHIBIT 10.8


 


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.


 


AMENDED AND
RESTATED


AMENDMENT
NO. 7 TO LICENSE AGREEMENT


 


This Amended and Restated Amendment No. 7 (this
“Restated Amendment No. 7”) is made as of the 24th day of February, 2009, by and between STANDARD &
POOR’S FINANCIAL SERVICES LLC (“S&P”), a Delaware limited liability company
having an office at 55 Water Street, New York, New York 10041, a wholly-owned
subsidiary of The McGraw-Hill Companies, Inc. (“McGraw-Hill”), and the
CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED (“CBOE”), a Delaware corporation
having an office at 400 South LaSalle, Chicago, Illinois 60605.  This Restated Amendment No. 7 amends and
restates Amendment No. 7 dated as of March 1, 2004 (“Original
Amendment No. 7”) to the Restated License Agreement effective as of November 1,
1994 between S&P and CBOE, as previously amended by Amendment No. 1
thereto dated January 15, 1995, Amendment No. 2 thereto dated April 1,
1998, Amendment No. 3 thereto dated July 28, 2000, Amendment No. 4
thereto dated October 27, 2000, Amendment No. 5 thereto dated as of March 1,
2003, Amendment No. 6 thereto dated as of September 2, 2003 (such
Amendment No. 6 referred to herein as “Original Amendment No. 6”),
Original Amendment No. 7, Amendment No. 8 thereto dated as of January 9,
2005 and Amendment No. 9 thereto dated as of April 23, 2007 (“Amendment
No. 9”).  Immediately prior to
entering into this Restated Amendment No. 7, CBOE and S&P have entered
into a Restated Amendment No. 6 to such Restated License Agreement (“Restated
Amendment No. 6,” and such Restated License Agreement together with all
such Amendments


 

















 


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.


 


including Restated Amendment
No. 6 and this Restated Amendment No. 7 referred to herein
collectively as the “License Agreement”).


 


W  I  T  N  E
S  S  E  T  H:


 


WHEREAS, CBOE owns the methodologies (the “CBOE
Index Methodologies”) set forth on Exhibit A of Addendum No. 2
attached hereto (“Exhibit A”), which can be used to derive and calculate
certain indexes, indicators and benchmarks;


 


WHEREAS, in Original Amendment No. 7 CBOE and
S&P’s predecessor established terms upon which, among other things, S&P
may grant third parties (each, a “Licensee”) licenses to use CBOE Index
Methodologies to derive, maintain, publish, calculate, and disseminate certain
indexes, indicators and benchmarks (each, a “Licensee Index”); and


 


WHEREAS, CBOE owns the trademarks set forth on Exhibit A
(the “CBOE Marks”);


 


WHEREAS, the parties desire to amend and restate the
terms of Original Amendment No. 7, among other things, to accommodate
additional CBOE Index Methodologies, and to permit S&P to grant Licensees
the right to use CBOE Marks in the names and descriptions of Licensee Indexes,
each as herein provided;


 


NOW THEREFORE, in consideration of the premises and
mutual covenants and agreements contained herein, the parties agree as follows:


 


1.             Addendum No. 2.  The License Agreement is hereby amended and
supplemented by the addition of Addendum No. 2 attached hereto. This
Restated Amendment No. 7 supersedes Sections 1-5 of Original Amendment No. 7
and its Attachment in their entirety.


 


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.             Other Terms;
Effect on Original Amendment No. 7.  All other terms of the License Agreement
shall remain in full force and effect. 
(Because Sections 1-5 of Original Amendment No. 7 and its
Attachment are restated in their entirety in this Restated Amendment No. 7,
and Section 6 of Original Amendment No. 7 is restated in its entirety
in Restated Amendment No. 6, Original Amendment No. 7 shall be of no
further force and effect from and after the date of this Restated Amendment No. 7.)


 


IN WITNESS
WHEREOF, the parties have caused this Restated Amendment No. 7 to be
executed as of the effective date set forth above.


 


	
  CHICAGO BOARD OPTIONS

  	
   

  	
  STANDARD & POOR’S

  
	
  EXCHANGE, INCORPORATED

  	
   

  	
  FINANCIAL SERVICES LLC

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  BY:

  	
  /s/
  Richard D. DuFour

  	
   

  	
  BY:
  

  	
  /s/
  Alexander J.
  Matturri

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:

  	
  Executive
  Vice President

  	
   

  	
  TITLE:

  	
  Senior
  Managing Director

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  DATE:

  	
  February 24,
  2009

  	
   

  	
  DATE:

  	
  March 10,
  2009

  



 


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.


 


Addendum #2
to License Agreement


(Index
Methodologies)


 


Purpose of Addendum No. 2. The purpose of
this Addendum No. 2 (this “Addendum No. 2”) to the License Agreement
is to establish the terms upon which S&P may grant third parties (each, a “Licensee”)
the right to, among other things, (i) use the proprietary CBOE
methodologies (collectively, “CBOE Index Methodologies”) that are listed on Exhibit A
hereto (“Exhibit A”) to derive, maintain, publish, calculate, and
disseminate certain indexes, indicators and benchmarks (each, a “Licensee Index”)
and use the trademarks owned by CBOE set forth on Exhibit A (“CBOE Marks”)
in the names and descriptions of Licensee Indexes, to the extent specified on Exhibit A,
(ii) use the Licensee Indexes as the basis for investment products, (iii) list
and provide a market for exchange-trading of such investment products and (iv) disseminate
data with respect to Licensee Indexes.


 


1.             Grant of License.  (a)  Subject to Section 1(h), CBOE
hereby grants to S&P the right to grant to Licensees a non-transferable,
worldwide license to use the CBOE Index Methodologies to derive, maintain,
publish, calculate and disseminate Licensee Indexes, and data associated
therewith.


 


(b)           CBOE hereby grants to
S&P the right to grant Licensees a nontransferable, worldwide, license to
use and refer to the CBOE Marks in the names and descriptions of Licensee
Indexes, and in connection with activities licensed pursuant to Section 1(d) below,
in the manner specified on Exhibit A; provided that:


 


(i)            The Licensee shall agree to
make clear in its use of any CBOE Mark that the CBOE Mark is a trademark of
CBOE and used under license from CBOE,


 

















 


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 associate such trademark
notices with the CBOE Mark in the name of the applicable Licensee Index as from
time to time reasonably instructed by CBOE, and not to use the CBOE Mark in any
other manner except with the prior written approval of CBOE;


 


(ii)           The Licensee shall
reasonably cooperate with CBOE in the maintenance of rights and registrations
to the CBOE Marks, and shall do such acts and execute such instruments as are
reasonably necessary and appropriate to such purposes;


 


(iii)          The Licensee shall agree
during the term of its agreement with S&P that it shall not challenge the
ownership or validity of any rights of CBOE in and to any CBOE Mark; and


 


(iv)          The Licensee shall
acknowledge that its use of any CBOE Mark in the name of a Licensee Index, and
the goodwill associated with such use, shall inure to the benefit of CBOE.


 


(c)            Subject to Section 1(h),
CBOE grants to S&P the right to grant the Licensees a non-transferable,
worldwide license to use and practice the Licensed Patents (as hereinafter
defined) to make, have made, sell, offer for sale, and import, as applicable,
the Licensee Indexes, data associated therewith, and investment products or services
based on or in connection with the Licensee Indexes.  “Licensed Patents” means, with respect to the
CBOE Index Methodology described in paragraph (a)(3) of Exhibit A,
United States Patent Applications Nos. 10/340,035 and No. 10/339,898 and,
with respect to the CBOE Index Methodology described in paragraph (a)(1) of
Exhibit A, United States Patent Application No. 10/959,528, and, in
each case, any patents issuing thereon, along with all 


 


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.


 


continuations,
continuations-in-part, divisionals, reissues, reexaminations and extensions of
the foregoing, and all foreign counterparts of the foregoing.  S&P shall do such acts and execute such
instruments as CBOE may reasonably request in connection with the registration
and maintenance of the Licensed Patents.


 


(d)           Subject to Section 1(h), CBOE grants to S&P
the right to grant licenses to Licensees authorizing such person or persons to:
(i) use any Licensee Index as the basis for investment products, (ii) list
and provide a market for exchange-trading of such investment products, (iii) disseminate
data with respect to any Licensee Index or product based thereon, (iv) grant
licenses to third parties to permit them to base investment products on the
Licensee Index and/or use the Licensee Index as a benchmark for a volatility
strategy, and/or (v) identify CBOE as the source of the licensed CBOE
Index Methodologies in connection with making such disclosure about such
Licensee Index and products based thereon as the Licensee deems necessary or
desirable under the laws and regulations to which it is subject, subject to the
following restrictions:


 


(x)  Except with the
written consent of CBOE, the term of a license described in this Section 1(d) granted
by S&P to any Licensee shall not extend beyond the scheduled date of
termination of this Addendum No. 2 at the time S&P grants such
license; and


 


(y)  S&P shall
cause any Licensee to agree that, during the term of its agreement with
S&P, it shall not challenge the ownership or validity of any rights of CBOE
in and to any CBOE Mark sublicensed to it by S&P.


 


(e)           CBOE hereby acknowledges that a predecessor to
S&P entered into license agreements with the Licensees identified on Exhibit B
hereto (“Exhibit B”) with the 


 


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.


 


consent of CBOE in reliance
on Original Amendment No. 7, and the parties hereby acknowledge that such
license agreements remain and shall remain in full force and effect in
accordance with their terms and notwithstanding any provisions of this Addendum
No. 2 that may be to the contrary.


 


(f)            Except as specifically provided herein, this
Addendum No. 2 shall not transfer to S&P any right to, or interest in,
any of the CBOE Index Methodologies, or in any copyright, trademark, patent or
other proprietary right pertaining thereto. 
CBOE will not enter into a license agreement with any other person
authorizing such person to use or in turn authorize any third party to use any
of the CBOE Index Methodologies in connection with the creation and maintenance
of indexes, but CBOE retains the right to create and maintain additional
indexes using the CBOE Index Methodologies and to permit one or more other
persons to disseminate, use and grant licenses with respect to any such index
as CBOE and any such other person may agree; provided, that CBOE shall
not create and maintain any such index that uses values of an S&P Index,
and/or financial interests that are based on any such index, as input for its
calculation without having first obtained the prior written consent of S&P.


 


(g)           If, during the term of this Addendum No. 2,
CBOE modifies any of the CBOE Index Methodologies, CBOE shall promptly advise
S&P in writing and the rights granted pursuant to Sections 1(a)-(e) shall
also extend to the modified CBOE Index Methodology.  Licensees shall have the right but not the
obligation to incorporate any such modification in any Licensee Index.  CBOE acknowledges that, as between CBOE and
Licensees, it shall remain in the sole discretion of each Licensee whether to
incorporate any such modification in any Licensee Index.


 


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.


 


(h)           Notwithstanding anything herein to the contrary,
S&P shall not grant any license under this Section 1 to any person
without having first obtained the prior written consent of CBOE to such
grant.  (Without limiting the generality
of the foregoing, and by way of example, even if S&P has granted a license
to a person to use a CBOE Index Methodology as described in Section 1(a) with
the consent of CBOE thereto, S&P shall not subsequently grant a license to
such person to use the resulting Licensee Index as the basis for investment
products as described in clause 1(d)(i), or to grant licenses to third parties
to permit them to base investment parties on the Licensee Index as described in
clause 1(d)(iv), except with the further consent of CBOE.)  CBOE agrees not to unreasonably withhold its
consent to any such proposed grant of license by S&P; provided, however,
that CBOE may, in its discretion, withhold its consent to any such proposed
grant that would use values of the S&P 500 Index or S&P 100 Index,
and/or financial interests that are based on either such index, as input for
its calculation.


 


2.             Fees.  S&P shall pay fees to CBOE equal to
[*confidential treatment requested/material filed separately*] ([*confidential
treatment requested/material filed separately*]%) of all revenues received by
S&P in connection with licenses granted by S&P to third parties to use
any of the CBOE Index Methodologies, excluding any fees paid by S&P to
third parties, any fees charged by S&P for calculation services (it being
understood that, if S&P is charging a Licensee fees for calculation
services with respect to the calculation of a Licensee Index, S&P will
establish the amount of any fees that it charges the Client for the right to
use CBOE Index Methodologies in a manner that is consistent with its
establishment of such fees in agreements in which it is not also charging fees
for calculation services), and any sales, value-added and similar taxes.  S&P shall 


 


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.


 


remit to CBOE all fees due
hereunder within forty-five (45) days of the end of each calendar quarter.  Each payment of fees hereunder shall be
accompanied by a statement setting forth the basis for its calculation.


 


3.             Term and
Termination.  (a) 
The term of this Addendum No. 2 shall be commensurate with the term of the
License Agreement, and shall terminate automatically upon any termination or
expiration of the License Agreement.  Any
Licensee shall have the right, in its sole discretion, to discontinue
calculation of any Licensee Index at any time.


 


(b)           If this Addendum No. 2 is terminated for any
reason, any license agreement between S&P and a Licensee that is in effect
at the time of the termination may remain in effect in accordance with its
terms, it being understood that S&P shall not renew or extend the term of
any such license agreement after the termination of this Addendum No. 2
and that S&P shall continue to pay fees to CBOE pursuant to Section 2
notwithstanding any termination of this Addendum No. 2 if and to the
extent that it receives fees pursuant to any such license agreement.


 


4.             Ownership.            S&P acknowledges that,
as between S&P and CBOE, the CBOE Index Methodologies and the CBOE Marks
are the exclusive property of CBOE and that changes in the CBOE Index Methodologies
and the CBOE Marks are in the exclusive discretion of CBOE.  CBOE represents and warrants to S&P that
CBOE is the owner of, or has the right to license S&P to sublicense, the
CBOE Index Methodologies and the CBOE Marks, as provided herein, and that to
the best of CBOE’s knowledge, any use by a Licensee of any of the CBOE Index
Methodologies pursuant to a grant of a license by S&P as provided in Section 1
of this Addendum No. 2 does not and shall not infringe or violate the
copyright, patent or any other proprietary right of any third party.


 


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.


 


5.             Disclaimers.  (a)    S&P acknowledges with respect to any Licensee,
and will cause any Licensee to acknowledge in its license agreement with
S&P, that: (i) CBOE does not sponsor, endorse or promote any index
that is calculated and/or maintained by the Licensee using any of the CBOE
Index Methodologies; (ii) CBOE has no relationship to any such index other
than permitting S&P to grant a license to the Licensee to use the relevant
CBOE Index Methodologies and CBOE Marks; (iii) CBOE has no obligation to
take the needs of License or persons that may have an interest in any products
based on any such index into consideration in maintaining or modifying the CBOE
Index Methodologies; and (iv) CBOE has no obligation or liability in
connection with the administration, marketing or trading of any such index or
any investment product of any kind or character that is based on any such
index.


 


(b)           S&P acknowledges that: (i) CBOE MAKES NO
WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE OBTAINED BY ANY PERSON OR ANY
ENTITY FROM THE USE OF THE CBOE INDEX METHODOLOGIES OR THE USE OF OR TRADING IN
ANY INVESTMENT PRODUCT THAT IS BASED ON ANY INDEX THAT IS CALCULATED AND/OR
MAINTAINED USING ANY OF THE CBOE INDEX METHODOLOGIES; (ii) CBOE 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
CBOE INDEX METHODOLOGIES; and (iii) WITHOUT LIMITING ANY OF THE FOREGOING,
IN NO EVENT SHALL CBOE HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT,
OR CONSEQUENTIAL DAMAGES


 


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.


 


(INCLUDING LOST PROFITS),
EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THIS
AGREEMENT.


 


(c)           S&P agrees that any license agreement entered into
by S&P with any third party for the use of any of the CBOE Index
Methodologies shall include liability disclaimers for the benefit of CBOE.  CBOE acknowledges that ordinarily liability
disclaimers for its benefit that are substantially parallel to those that
S&P includes in such license agreement for its own benefit will be
satisfactory to CBOE for purposes of the preceding sentence.  Without limiting the generality of the
foregoing, the parties contemplate that: (i) S&P will cause the
disclaimer language set forth in Section 5(b), or language substantially
to the same effect that is reasonably satisfactory to CBOE (which may be
language also disclaiming liability on behalf of S&P), to be included in
any license agreement pursuant to which S&P grants any third party a
license to use any derivative index calculated using any of the CBOE Index
Methodologies for any purpose, and shall, in any such license agreement,
include a requirement that the Licensee include the disclaimer language set
forth in Section 5(b), or language substantially to the same effect that
is reasonably satisfactory to CBOE (which may be language also disclaiming
liability on behalf of S&P), in any prospectus, registration statement or
other offering documents pertaining to the purpose for which the Licensee is
using any Licensee Index; (ii) if S&P grants a third party a license
to a CBOE Index Methodology for the purpose of calculating a Licensee Index for
use as the interest underlying an exchange-traded product, S&P will include
a requirement in the license agreement that the Licensee include the disclaimer
language set forth in Section 5(b), or language substantially to the same
effect that is reasonably satisfactory to CBOE (which may be language also
disclaiming liability on 


 


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.


 


behalf of S&P), in its rules or
other instrument governing the trading of such exchange-traded product if
appropriate; and (iii) S&P will include a requirement in any such
license agreement that the Licensee include the following language, or language
substantially to the same effect that is reasonably satisfactory to CBOE, in
all advertisements, product brochures and other descriptive or marketing
materials pertaining to the purpose for which the Licensee is using the
Licensee Index: “The [relevant CBOE Index Methodology] is the property of the
Chicago Board Options Exchange (“CBOE”). 
Standard & Poor’s Financial Services LLC (“S&P”), has
granted [Name of Licensee] a license to use [such methodology] with the
permission of CBOE.  Neither CBOE nor
S&P sponsors, endorses, sells or promotes any investment product that is
based on [the index that is calculated or created by the Licensee utilizing the
CBOE Index Methodology].”


 


(d)           S&P shall require that any Licensee provide all
advertisements, brochures and other promotional and informational materials
(collectively, “Informational Materials”) prepared by Licensee and relating or
referring to any of the CBOE Index Methodologies and/or any CBOE Mark to
S&P for its review and approval prior to providing any such materials to
any third party, and shall require that the descriptions of CBOE Index
Methodologies and any CBOE Marks in all such advertisements, brochures and
other promotional and informational materials be (i) approved by CBOE or (ii) consistent
with the descriptions of such CBOE Index Methodologies and the usages of any
such CBOE Marks that have been approved by CBOE for use in Licensee
Informational Materials.  Once
Informational Materials have been approved in accordance with the foregoing,
subsequent Informational Materials need not be submitted for further review and
approval unless (i) the descriptions of such CBOE Index Methodologies
and/or CBOE 


 


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.


 


Marks that have been
approved by CBOE are altered in any material respect, (ii) the language or
use of the required disclaimers or proprietary notices is altered in any
respect (material or otherwise) or (iii) CBOE revises the CBOE Index
Methodologies in a manner that reasonably requires revision of the description
thereof and notifies S&P thereof.


 


(e)           The provisions of this Section 5 shall survive
any termination of this Addendum No. 2 or the License Agreement.


 


6.             Relationship to
License Agreement.  In the
event of any conflict between the terms of this Addendum No. 2 and the
terms of any other part of the License Agreement with respect to the subject
matter of this Addendum No. 2, the terms of this Addendum No. 2 shall
supersede the terms of such other part with respect to the subject matter of
this Addendum No. 2.


 


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.


 


EXHIBIT A


(to Addendum No. 2)


CBOE INDEX METHODOLOGIES AND CBOE MARKS


 


(a)                               CBOE
Index Methodologies


 


1.             The methodology
for the calculation of a Volatility Index that CBOE began to use to calculate
the VIX volatility index on September 22, 2003, as described in the paper
entitled “VIX® — CBOE Volatility Index”, available on the date of this
Amendment on CBOE’s website at www.cboe.com.


 


2.             The methodology
for the calculation of a Volatility Index that CBOE used to calculate the VIX
volatility index prior to September 22, 2003, as described in the paper by
Professor Robert E. Whaley entitled “The Investor Fear Gauge,” as revised February 4,
2000.


 


3.             The methodology
for the calculation of a BuyWrite Index that is described in United States
Patent Application Nos. 10/339,898 (Publication No. 2003/0225657,
published December 4, 2003) and 10/340,035 (Publication No. 2003/0225658,
published December 4, 2003), together with the methods for identifying the
strike price of each call option used in calculations of values of the index
and determining the volume-weighted average price at which each such call
option is deemed sold that are described in the paper entitled “Description of
the CBOE S&P 500 BuyWrite Index (BXMSM)”.


 


(b)                               CBOE
Marks


 


The CBOE trademark “VIX®” (the “VIX Trademark”); may be used (with the
consent of CBOE as described in Paragraph 1(h) of Addendum No. 2) in
the name of a Licensee Index that is calculated using the CBOE Index
Methodology described in paragraph (a)(1) of this Exhibit A.  Without limiting the generality of the
foregoing, S&P shall require any Licensee to use the VIX Trademark only in
contexts in which it is readily understood that the term is used with reference
to a volatility index calculated using such CBOE Index Methodology, and shall
not use the VIX Trademark in a manner that implies that the mark “VIX” refers
to any volatility index calculated using any methodology other than such CBOE
Index Methodology or that the mark “VIX” is a generic equivalent to the term “volatility
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.


 


EXHIBIT B


(to Addendum No. 2)


LICENSE AGREEMENTS ENTERED INTO PURSUANT TO ORIGINAL
AMENDMENT NO. 7


 


[*confidential treatment requested/material filed separately*]