EXHIBIT 10.2


 


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.


 


AMENDMENT NO. 1 TO LICENSE AGREEMENT


 


This
Amendment No. 1 to the Restated License Agreement effective as of November 1,
1994 (the “License Agreement”) is made by and between STANDARD & POOR’S
(“S&P”), a division of McGraw-Hill, Inc., a New York corporation
having an office at 25 Broadway, New York, New York 10004, and the CHICAGO
BOARD OPTIONS EXCHANGE, INCORPORATED (“CBOE”), a Delaware corporation having an
office at 400 South LaSalle, Chicago, Illinois 60605.  The effective date of this Amendment No. 1
is January 15, 1995.


 


W I T N E S S E T H:


 


WHEREAS,
S&P compiles, calculates, maintains and owns rights in and to the S&P
Super Composite 1500 Stock Index and to the proprietary data therein contained
(such rights being hereinafter referred to as the “S&P Super Composite 1500”);


 


WHEREAS,
S&P uses in commerce and owns trade name and trademark rights to the
designations “Standard & Poor’s Super Composite 1500”, “Standard &
Poor’s 1500” and “S&P 1500” (collectively, the “New S&P Marks”);


 


WHEREAS,
CBOE is a registered national securities exchange which wishes to use the
S&P Super Composite 1500 and the New S&P Marks in connection with the
trading, marketing and promotion of cash-settled or physical delivery
securities option contracts and activities related thereto; and


 


WHEREAS,
the parties wish to amend the License Agreement for the purpose o extending the
representations, warranties, rights, obligations, covenants and agreements of
the parties to cover the S&P Super Composite 1500 and the New S&P
Marks;


 


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.             For purposes of the License Agreement, all
references therein to the term “S&P Index” or “S&P Indexes” shall
hereafter include the S&P Super Composite 1500 and all references to the
S&P Marks shall hereafter include the New S&P Marks.


 

















 


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.


 


3.             For purposes of Sections 3
(c), 3 (e), 3 (f), 3 (g), 3 (j) and 5 (c) of the License Agreement,
all references therein to the S&P 500 shall hereafter be deemed to include
the S&P Super Composite 1500.


 


4.             A new Subsection 5 (a) (vi) is
hereby added to the License Agreement, as follows:


 


“              (vi) A fee for each
cleared S&P Super Composite 1500 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.             The following sentence is
hereby added to Subsection 8 (d) of the Agreement as the last sentence
thereof:


 


“              Notwithstanding the
foregoing, the above obligations with respect to the S&P Super Composite
1500 shall not commence until the first day that Standardized Option Contracts
based thereon are available for trading on CBOE.”


 


6.             Except as expressly modified
hereby, all other provisions in the License Agreement Shall continue 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
WITHNESS WHEREOF, the parties hereto have caused this Amendment No. 1 to
License Agreement to be executed as of the date first set forth above.


 


 


	
   

  	
  STANDARD &
  POOR’S

  
	
   

  	
  a
  division of McGraw-Hill, Inc.

  
	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  James G. Branscome

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  Senior
  Vice President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHICAGO
  BOARD OPTIONS EXCHANGE, INCORPORATED

  
	
   

  	
   

  	
   

  
	
   

  	
  By:
  

  	
  /s/
  Charles J. Henry

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:
  

  	
  President