EXHIBIT 10.1


 


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.


 


LICENSE
AGREEMENT


 


THIS
RESTATED LICENSE AGREEMENT effective as of November 1, 1994 (the “Effective
Date”), is made by and between STANDARD & POOR’S, a division of
McGraw-Hill, Inc. (“S&P”), 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.


 


WHEREAS, the parties hereto
previously entered into a license agreement with respect to the S&P 500 and
S&P 100 Indexes, dated December 1, 1990, which was amended on July 16,
1993, May 20, 1994, and August 1, 1994 (such agreement as heretofore
amended is hereinafter referred to as the “Prior Agreement”), and which the
parties hereto now wish to restate (as so restated this Restated License
Agreement is hereinafter referred to as the “Agreement”);


 


WHEREAS,
S&P compiles, calculates, maintains, and owns rights in and to composite
stock indexes known as the S&P 500 Stock Index, the S&P 100 Stock Index
and the S&P SmallCap 600 Stock Index and to the proprietary data therein
contained (such rights being hereinafter referred to individually with respect
to each index as the “S&P 500”, “S&P 100” and “S&P SmallCap 600”,
respectively, and referred to collectively, together with the S&P/ BARRA
Growth Index and the S&P/BARRA Value Index defined below, as the “S&P
Indexes”);


 


WHEREAS,
pursuant to a License Agreement (the “S&P/BARRA Agreement”) between S&P
and BARRA, Inc. (“BARRA”), S&P and BARRA divide the stocks included in
the S&P 500 into a growth component and a value component, and calculate
indices based thereon known


 

















 


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.


 


as
the “S&P/BARRA Growth Index” and the “S&P/BARRA Value Index”
respectively, as described in Exhibit A attached hereto;


 


WHEREAS,
S&P has the right under the S&P/BARRA Agreement with BARRA’s consent to
license the S&P/BARRA Growth Index and the S&P/BARRA Value Index to
third parties, such as CBOE;


 


WHEREAS,
S&P uses in commerce and owns trade name and trademark rights to the
designations “Standard & Poor’sR”, “S&PR”, “Standard & Poor’s 500”, S&P
500R”, “500”, “Standard &
Poors’s 100”, “S&P100R”, “100”, “Standard &
Poor’s SmallCap 600” and “S&P SmallCap 600” (collectively, the “S&P
Marks”);


 


WHEREAS,
S&P, with BARRA’s permission, uses in commerce the designations “S&P/BARRA
Growth Index” and “S&P/BARRA Value Index” (collectively, the “S&P/BARRA
Marks”); and


 


WHEREAS, S&P, with BARRA’s
permission, uses in commerce the designations “S&P/BARRA Growth Index” and “S&P/BARRA
Value Index” (collectively, the “S&P/BARRA Marks”); and


 


WHEREAS,
CBOE is a registered national securities exchange which wishes to use the
S&P Marks, the S&P/BARRA Marks and the S&P Indexes in connection
with the trading, marketing and promotion of cash-settled or physical delivery
securities option contracts and activities related thereto, and additionally to
use the S&P 100 and related S&P Marks in connection with the trading,
marketing and promotion of other indexed securities products.


 


NOW,
THEREFOR, it is agreed as follows:


 


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.


 


1.             Definitions.           For purposes of this Agreement, the
following definitions shall apply:


 


(a)           “Indexed
Securities Products” shall mean indexed products that are, as of the effective
date of the Prior Agreement, December 1,1990 (the “Prior Effective Date”),
securities under the Securities Exchange Act of 1934 as amended as of the Prior
Effective Date and, as of the Prior Effective Date, are not futures contracts
or options on futures under the Commodities Exchange Act, as amended as of the
Prior Effective Date.


 


(b)           “Standardized
Option Contracts” (sometimes referred to herein as “Contracts”) shall mean
American-style exercise or European-style exercise put or call options that (i) are
settled in U.S. dollars (or in a foreign currency at a specified rate of
exchange relative to U.S. dollars) or by physical delivery, (ii) have
standardized terms, (iii) are Indexed Securities Products, and (iv) are
traded on an Organized Securities Market in a manner that involves the issuance
of a new option each time there is a trade in which an option is acquired by a
holder.  (Standardized Option Contracts
include put and call options of the type currently issued by The Options
Clearing Corporation.)


 


(c)           “Other
Option Indexed Instruments” shall mean indexed financial instruments that (i) are
Indexed Securities Products, and (ii) are options or have economic
characteristics similar to those of options, but shall not include Standardized
Option Contracts.  (Other Option Indexed
Instruments include indexed warrants, indexed notes, indexed trust interests
and other, similar indexed financial instruments.)


 


(d)           “Indexed
Warrants” shall mean those Other Option Indexed Instruments that, in exchange
only for the payment to or on behalf of the issuer of a non-refundable cash
premium, give the holder the limited right to acquire from the issuer either a
fixed quantity of 


 


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.


 


indexed underlying
securities against payment of a stated exercise price, or an amount of cash
representing the value of the index above or below a stated level, until a
stated expiration date.


 


(e)           “North
America” shall mean the United Stated, Canada, Mexico, the Caribbean Islands
and Bermuda.


 


(f)            “Organized
Securities Market” shall mean a U.S. national securities exchange, an automated
quotation system of a U.S. registered securities association, a foreign
securities exchange or any other domestic or foreign organized securities
market, but shall not include, without limitation, trading by dealers in the “pink
sheets”.


 


2.             CBOE 100 and S&P 100.


 


(a)           CBOE hereby acknowledges that S&P has sole proprietary
rights in and to the S&P 100 and all historical data relating thereto.


 


(b)           S&P agrees that the S&P 100
shall consist of only such stocks on which CBOE trades options unless S&P
determines, after consultation with CBOE, that other stocks in the S&P 500
are necessary for inclusion in the S&P 100 to ensure that the S&P 100
continues to be a capitalization-weighted index comprised of 100 stocks which
closely correlates in direction and extent of movement with the S&P
500.  In order to maintain the
confidentiality of the process by which S&P makes changes in the S&P
Indexes, S&P shall not consult with CBOE regarding the identity of any
stocks which are being considered by S&P for substitution and inclusion in
the S&P 100 or any other S&P Index. 
CBOE shall provide S&P with an updated list of all stocks on which
options are traded on the CBOE whenever a stock is added to or deleted from the
CBOE trading list.


 


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.


 


3.             Grant of License.


 


(a)           Subject to the terms and condition of this Agreement,
S&P hereby grants to CBOE a nontransferable, worldwide license (i) to
use the S&P Indexes as the basis for Standardized Option Contracts indexed
solely to the S&P Indexes, (ii) to use and refer to the S&P Marks
and the S&P/BARRA Marks in connection with the trading, marketing and
promotion of Standardized Option Contracts and with making such disclosure
about Standardized Option Contracts as CBOE deems necessary or desirable under
any applicable federal or state laws, rules or regulations in order to
indicate the source of the S&P Indexes, and (iii) to use the S&P
100 and related S&P Marks as the basis for, and in connection with the
trading, marketing and promotion of Indexed Securities Products and with making
disclosure about such products as described in clause (ii) above.  It is understood that the license granted in
this Section 3 (a) covers, in addition to trading, all activities
associated with the trading of the Indexed Securities Products that are the
subject of such license, including the creation, issuance, exercise, clearance
and settlement of such Indexed Securities Products by CBOE or by any registered
clearing agency or other person performing such activities on behalf of CBOE.


 


(b)           The license granted to CBOE in Section 3 (a) above
shall be exclusive in respect of the S&P 100.  S&P agrees that during the term of this
Agreement it shall not grant a license to any other person to use the S&P
100 as the basis for any securities products whatsoever, except for the license
agreements for certain options traded in the over-the-counter market that
S&P has granted prior to December 1, 1990 as listed on Exhibit B
attached hereto.


 


(c)           The license granted to CBOE in Section 3 (a) above
shall be exclusive in respect of the S&P 500, the S&P/BARRA Growth
index and the S&P/BARRA Value Index for


 


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.


 


Standardized Options
Contracts until November 30, 2008, and thereafter shall be non-exclusive
during the remaining term of this Agreement.


 


(d)           The license granted to CBOE in Section 3 (a) above
shall be exclusive in respect of the S&P SmallCap 600 for Standardized
Option Contracts until November 30, 1996. 
Such license shall continue to be exclusive thereafter for each of the
periods (i) December 1, 1996 - November 30, 1997 and (ii) December 1,
1997 — November 30, 1998 (each, a “Relevant Period”), only if as of the December 1
of the applicable Relevant Period the average daily volume on CBOE with respect
to Contracts based on the S&P SmallCap 600 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.  Notwithstanding
the foregoing, if as of the December 1 of a Relevant Period, such average
daily volume was less than [*confidential treatment requested/material filed
separately*] Contracts per trading day, such license shall continue to be
exclusive for such Relevant Period if CBOE remits to S&P, on or prior to
the following January 1, the difference between the Annual Minimum (as
defined below) and the aggregate license fees attributable to trading on the S&P
SmallCap 600 that were actually paid by CBOE to S&P pursuant to Sections 5 (a) and
5 (e) of this Agreement, during the preceding 12 months.  As used herein, the term “Annual Minimum”
means (i) for each Relevant Period during which CBOE has at any time offered
Standardized Option Contracts based on a Competing Small Cap Index (as
hereinafter defined), $[*confidential treatment requested/material filed
separately*] and (ii) for each Relevant Period during which CBOE has not
at any time offered Standardized Option 


 


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.


 


Contracts based on a Competing Small Cap Index,
$[*confidential treatment requested/material filed separately*].  As used herein and elsewhere in this
Agreement, the term “Competing Small Cap Index” means any published stock price
index not proprietary to S&P that is used to measure the performance of
U.S. small cap stocks, as that term is commonly understood.


 


(e)           The license granted to CBOE in Section 3 (a) above
in respect of the S&P 500, the S&P/BARRA Growth Index, the
S&P/BARRA Value Index and the S&P SmallCap 600 does not cover Other
Option Indexed Instruments.  At the
request of CBOE, S&P will grant to CBOE a non-exclusive license to use the
S&P 500, the S&P/BARRA Growth Index, the S&P/BARRA Value Index or
the S&P SmallCap 600 for Other Option Indexed Instruments and to trade such
instruments in its market at fees to be negotiated, unless (i) S&P shall
reasonably determine that the Other Option Indexed Instrument that is the
subject of such request is a futures contract under the Commodity Exchange Act
and for that reason the grant of such license would violate any existing
agreement binding on S&P or (ii) such Other Option Indexed Instrument
is not indexed solely to the S&P 500, the S&P/BARRA Growth Index, the
S&P/BARRA Value Index or the S&P SmallCap 600, as applicable, and is
the subject of an exclusive license granted by the S&P to a third party, and
subject to the provision that the fees charged CBOE for such license will be at
least as favorable to CBOE as the lowest fees then charged to any third party
for any similar non-exclusive license to use the S&P 500, the S&P/BARRA
Growth Index, the S&P/BARRA Value Index or the S&P SmallCap 600, as
applicable, with respect to similar Other Option Indexed Instruments.  Without limiting the generality of the
foregoing, in the event S&P permits or acquiesces (by not challenging
within ninety (90) days of receipt of notice from CBOE) in the trading of a
specific Other Option Indexed Instrument based on the S&P 500, the 


 


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.


 


S&P/BARRA Growth Index, the S&P/BARRA Value
Index or the S&P SmallCap 600 by any other Organized Securities Market in
North America without requiring such Organized Securities Market to obtain a
license from S&P or to pay a license fee to S&P, CBOE will likewise be
permitted to trade that same Other Option Indexed Instrument without a license
from or payment of a fee to S&P; provided, however, that CBOE will
reasonably cooperate with requests by S&P to assist in challenges to such
trading where practicable.  Nothing in
this Section 3 (e) shall obligate S&P to require any party to
agree to list or trade any Other Option Indexed Instrument on CBOE as a
condition to S&P’s issuing a license in connection with such Other Option
Indexed Instruments.


 


(f)            Subject to the terms and conditions of this Agreement,
S&P hereby grants to CBOE a non-transferable license to use the S&P
500, the S&P/BARRA Growth Index, the S&P BARRA Value Index and the
S&P SmallCap 600 and related S&P Marks and S&P/BARRA Marks in
connection with the trading, and related marketing and promotion, of Indexed
Warrants licensed to issuers by S&P that (i) have a term of maturity
of thirty (30) months or less at the time of original issuance, (ii) are
intended to be traded on CBOE, and (iii) are denominated in U.S.
dollars.  An Indexed Warrant will not be
deemed to be denominated in U.S. dollars for purposes of this Agreement solely
because settlement upon exercise may be paid in U.S. dollars determined on the
basis of the then current rate of exchange between U.S. dollars and the foreign
currency in which the Indexed Warrant is denominated.


 


(g)           During the term of this Agreement, S&P shall be free
to license the S&P 500, the S&P/BARRA Growth Index or the S&P/BARRA
Value Index to any person as the basis for any Other Option Indexed Instrument,
except that until November 30, 2008, the license 


 


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.


 


granted to CBOE in Section 3 (f) above
shall be exclusive to the extent that S&P shall not grant a license to any
other person to use the S&P 500, the S&P/BARRA Growth Index or the
S&P/BARRA Value Index as the basis for Indexed Warrants that (i) have
a term to maturity of thirty (30) months or less ant the time of original
issuance, (ii) will be traded on any Organized Securities Market in North
America (other than CBOE) and (iii) are denominated in U.S. dollars.  The foregoing exclusivity provision shall
similarly apply to the license granted pursuant to Section 3 (f) as
it applies to the S&P SmallCap 600; provided, however, that such license
shall automatically become non-exclusive when the license granted pursuant to Section 3
(a) of the License Agreement as it applies to the S&P SmallCap 600
becomes non-exclusive in accordance with Section 3 (d) of this
Agreement.


 


(h)           Subject to the terms and conditions of this Agreement,
S&P hereby grants CBOE a non-transferable, worldwide license with respect
to each of the S&P 500 subindexes listed on Exhibit C attached
hereto  (referred to herein as “subindexes”)
to use each such subindex as the basis for Standardized Option Contracts.  Each license granted in this Section 3 (h) is
subject to all of the terms and conditions that apply to the license granted
herein to use the S&P 500 for Standardized Option Contracts, except that
each license granted in this Section 3 (h) shall be non-exclusive.


 


(i)            Subject to the terms and conditions of this Agreement,
S&P further grants to CBOE a non-exclusive, non-transferable license to
disseminate the S&P Indexes to third-party communications vendors for
informational purposes in connection with the trading by CBOE of the Indexed
Securities Products licensed hereunder. 
Nothing herein shall preclude CBOE from: (i) disseminating the
S&P Indexes free of charge to the Options Price Reporting Authority 


 


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.


 


(“OPRA”), the Consolidated Tape Association (“CTA”),
the Consolidated Quotation System (“CQS”), or to any other registered
securities information processor which performs similar functions for CBOE; (ii) collecting
CBOE’s normal share of OPRA, CTA and CQS revenues from the dissemination of
quotation and last sale price information on the Indexed Securities Products
licensed hereunder; and (iii) transmitting to its members any information
received from S&P pursuant to Section 8 (d), provided that CBOE shall
not provide electronic dissemination to its members of any information
regarding changes in the composition of any of the S&P Indexes for a period
of twenty-four (24) hours following the public announcement by S&P of any
such change.  Nothing herein shall preclude
the Options Clearing Corporation (“OCC”) or any other registered clearing
agency from performing for CBOE in relation to Contracts functions OCC normally
performs in the issuance, clearance, exercise and settlement of options
contracts.


 


(j)            CBOE acknowledges that (1) the S&P Marks, the
S&P 500, the S&P 100 and the S&P SmallCap 600 are the exclusive
property of S&P and (2) the S&P/BARRA Marks, the S&P/BARRA
Growth Index and the S&P/BARRA Value Index are the exclusive property of
S&P and BARRA.  CBOE further
acknowledges that (1) the S&P 500, the S&P 100 and the S&P
SmallCap 600 and their compilation and composition are in the exclusive
control, and changes thereof are in the exclusive discretion, of S&P and (2) the
S&P/BARRA Growth Index and the S&P/BARRA Value Index and their
compilation and composition are in the exclusive control, and changes thereof
are in the exclusive discretion, of S&P and BARRA.  In making any changes to the securities
comprising or in the method of calculating an S&P Index, S&P shall use
its best efforts to preserve the continuity of the S&P Index as a measure
of that segment of


 


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.


 


the market it was designed to reflect so that the
issuer of the Contracts is not compelled by its by-laws to adjust the Contracts
to compensate for a discontinuity.


 


(k)           Except as otherwise specifically provided herein, this
Agreement shall not transfer to CBOE any right to, or interest in, the S&P
Marks or any of the S&P Indexes, or in any copyright, trademark or
proprietary right pertaining thereto.


 


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, 2012, unless and until
terminated earlier in accordance with Section 6.


 


5.             License Fees.


 


(a)  As payment for the licenses granted herein, CBOE shall pay
to  S&P:


 


(i)  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.


 


(ii)  Subject to the
minimum fees payable to S&P pursuant to Section 5 (d), a fee for each
cleared S&P/BARRA Growth Index Contract and S&P/BARRA Value Index
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.


 


(iii)          Subject to the minimum fees payable to S&P pursuant to Section 5
(e), a fee for each cleared S&P SmallCap 600 Contract as reflected in the
records of the clearing 


 


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.


 


agency utilized by CBOE to clear trades in such
Contracts, at the rate of $[*confidential treatment requested/material filed
separately*] per Contract.


 


(iv)          A fee for each cleared S&P 100 Contract in excess of
average trading volume of [*confidential treatment requested/material filed
separately*] such Contracts per day for each 12-month period ending on November 30
of each year, commencing with the period ending November 30, 1994 (which
shall include the eleven months from December 1, 1993 through October 31,
1994 under the Prior Agreement) and ending with the period ending November 30,
2008, 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.


 


(v)           A fee for each Indexed Warrant subject to the exclusive
rights granted in Sections 3 (f) and (g) of [*confidential treatment
requested/material filed separately*] percent ([*confidential treatment
requested/material filed separately*]%) of the gross transaction fees collected
by CBOE in respect of such Indexed Warrants, subject to the provisions of Section 3
(e) hereof.


 


(b)   No additional fees shall be payable in
respect of Other Option Indexed Instruments based on the S&P 100, and no
fee shall be payable in respect of S&P 100 Contracts from November 30,
2008 through the end of the term of this Agreement.


 


(c)           The license fees shall be determined (1) for each
calendar quarter for fees pertaining to Contracts and Indexed Warrants based on
the S&P 500, the S&P/BARRA Growth Index, the S&P/BARRA Value Index
and the S&P SmallCap 600 and (2) for each 12-month period for fees
pertaining to S&P 100 Contracts, and shall be paid within thirty (30) days
after 


 


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.


 


the end of the quarter or 12-month period, as
applicable, to which the payment relates. 
Each payment shall be accompanied by a full accounting of the basis for
the calculation of the fee.


 


(d)           With respect to each of the first two twelve-month periods
during which Contracts and Indexed Warrants based on the S&P/BARRA Growth
Index and/or S&P/BARRA Value Index are traded, 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 (c) pertaining
to Contracts and Indexed Warrants based on the S&P/BARRA Growth Index and
the S&P/BARRA Value Index (“Growth and Value Fees”).  CBOE shall promptly notify S&P as to the
date such trading commences.  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
Growth and Value Fees within thirty (30) days of the end of each such 12-month
period.


 


(e)           Commencing with respect to the 12 months beginning on December 1,
1994 and for the duration of the term of this Agreement, for each 12-month
period during which Standardized Option Contracts based on a Competing Small
Cap Index were at any time available for trading on CBOE, 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 (c) pertaining to Contracts based on the S&P
SmallCap 600 (“SmallCap Fees”).  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 SmallCap Fees within thirty (30) days of the
end of such period.


 


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.


 


(6)           Termination.


 


(a)           At any time during the term of this Agreement, either
party may give the other party ninety (90) days written notice of termination
on grounds of material damage or harm to the reputation or goodwill of the
terminating party by reason of continued performance hereunder unless the other
party shall correct the condition causing such damage or harm within the notice
period.


 


(b)           In the case of material breach of any of the terms and
conditions of this Agreement by either party, the other party may terminate
this Agreement by giving thirty (30) days written notice, and the Agreement
shall be terminated if the breaching party shall not have corrected such
material breach within the notice period.


 


(c)           S&P shall have the right, in its sole discretion, to
discontinue compilation and publication of any of the S&P Indexes and to
terminate the license granted hereunder for trading Contracts and/or Indexed
Warrants based upon such Index; provided, however, that S&P shall give CBOE
at least one (1) year’s written notice prior to such discontinuance and
shall extend such license beyond the stated termination date for the listing of
additional option series on such Index with expiration dates within the twelve
(12) month notice period and in expiration months already listed at the time the
notice was received.  Notwithstanding the
foregoing, in no event will such license be extended for more than 30 months
beyond the date on which such termination notice is given.  CBOE’s obligations to make any payment to
S&P with respect to any Contract or Indexed Warrants licensed pursuant to
this Agreement shall terminate effective with the termination of the license
therefor.


 


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.


 


7.             Rights Upon Termination.


 


(a)           In the event of discontinuance of any S&P Index under Section 6
(c), S&P at the time the notice of discontinuance is provided to CBOE,
shall provide a non-exclusive perpetual and royalty-free license to CBOE as of
the date of discontinuance of any S&P Index with a list of companies,
shares outstanding and divisors for the terminated S&P Index as of the date
of discontinuance. CBOE shall not thereafter make any reference to the S&P
marks except as provided in Section 7 (b) and S&P shall have no
further obligations to CBOE with respect to any such S&P Index or Contract
or Indexed Warrant after furnishing CBOE with the aforesaid information.


 


(b)           Upon termination of any of the licenses granted by S&P
hereunder as provided in Section 6 (c), CBOE shall not list for trading
additional option series except in expiration months already listed when the
license terminated.  CBOE may continue to
use the S&P Marks in connection with the trading of open Contracts or
Indexed Warrants relating to that license in expiration months already listed
at the time the license was terminated. 
Upon receipt of any notice of license termination by S&P hereunder
as provided in Section 6 (c), CBOE may elect, by written notice to
S&P, to redesignate the Index and Contracts or Indexed Warrants thereon as
CBOE’s 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 “S&P                Index”.  In the event of such an election, CBOE’s
obligations to make any payment to S&P with respect to such Contracts or
Indexed Warrants shall still terminate effective with the termination of the
license therefor.  Thereafter, upon
termination of the license, CBOE may promote and list for trading securities
options contracts based upon the CBOE 


 


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.


 


securities index designated by the name “CBOE                Index”
or equivalent provided that the name “500” is not utilized by CBOE and CBOE
prominently disclaims any relationship with S&P in respect to the contract.


 


(c)           In the event of discontinuance of the S&P 100 or of
termination of this Agreement for any reason, including the termination at the
end of the term of this Agreement, S&P shall upon CBOE’s request transfer
to CBOE all proprietary rights in the S&P 100 and in the mark “100” alone,
but not in any of the other S&P Marks. 
CBOE may continue to use S&P Marks in relation to the CBOE 100
Contracts subject to Section 7 (b).


 


8.             S&P Obligations.


 


(a)           S&P shall participate to a reasonable degree in a
reasonable number of CBOE seminars relating to any of the S&P Indexes or
Contracts, by making available to CBOE one member of the S&P 500 Committee
or an S&P Vice-President.  The
selection of the S&P representative shall be in the sole discretion of
S&P.


 


(b)           S&P shall reasonable assist CBOE in connection with
the preparation of factual materials for presentation to the SEC, or any other
governmental entity, in connection with any application by CBOE for approval to
trade any of the Contracts or indexed Warrants licensed hereunder, or any
investigations or hearings regarding any such Contracts or Indexed Warrants.


 


(c)           S&P shall widely disseminate in S&P publications
information concerning all S&P Indexes used as the basis for Contracts or
Indexed Warrants licensed hereunder.


 


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.


 


(d)           At no cost to CBOE, other than the royalties described in Section 5,
S&P shall do the following: S&P, or its agent shall compute and
disseminate to CBOE’s communications center the value of each of the S&P
Indexes used for Contracts or Indexed Warrants at least once every fifteen (15)
seconds during normal trading hours. 
S&P, or its agent, shall compute and disseminate to CBOE’s
communications center each trading day the “Opening Index Value” of each such
S&P Index, with each such “Opening Index Value” to be derived from first
reported sale (opening) prices of such securities on such day, except that the
last reported sale price of such a security shall be used in any case where
that security does not open for trading on that day.  S&P, or its agent, shall compute and
disseminate to CBOE’s communications center each trading day immediate advice,
expressed as a percentage of index value, respecting the number of securities
comprising each such S&P Index which have opened trading in their primary
market.  Subject to Sections 12 (c) and
12 (d), S&P shall use its best efforts in connection therewith to ensure
the correct and timely calculation and dissemination of such S&P
Indexes.  S&P, or its agent, shall
maintain a back-up to verify the calculation of each such S&P Index on a
continuing basis and shall take extra precaution to verify the accuracy of
daily closing index values and Opening Index Values.  S&P shall telephone both CBOE and the
Options Clearing Corporation each day with closing numbers for each such
S&P Index as soon as practicable after the close.


 


(e)           S&P shall use reasonable efforts to safeguard the
confidentiality of all impending changes in the components or method of
computation of any of the S&P Indexes until such changes are publicly
disseminated and shall require the same of any agent with whom it has
contracted for computation of that Index. 
S&P shall disseminate information respecting such 


 


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.


 


changes to CBOE immediately upon its being made
public by S&P.  S&P shall
implement reasonable procedure so that only those persons at S&P directly
responsible for changes in the composition or method of computation of the
S&P Indexes shall be granted access to information respecting impeding
changes.  Employees of S&P who are
directly responsible for changes in the components of any of the S&P
Indexes used as the basis for the Contracts or Indexed Warrants shall be
expressly prohibited by S&P from trading any such Contracts or Indexed
Warrants.  It is understood, however that
S&P shall have no liability to CBOE in the event that any such employees
fail to adhere to such prohibition.


 


(f)            S&P recognizes that, as a national securities
exchange, CBOE is obligated to conduct its activities to carry out the purposes
of the Securities Exchange Act of 1934 and to comply with the rules and
regulations thereunder.  S&P agrees
to use its best efforts to comply with any reasonable request by CBOE to take
action, or to refrain from acting, whenever CBOE would be required under law to
do the same if CBOE were performing the functions that S&P performs in
connection with an S&P Index.


 


9.             CBOE Obligations.


 


(a)           CBOE shall use its best efforts to protect the goodwill
and reputation of S&P and of the S&P Marks in connection with their use
under this Agreement.  CBOE shall
maintain high standards of fairness and truthfulness in, and to the extent
practicable, shall allow S&P to review and approve all CBOE advertisements,
brochures, promotional and information materials relating to or referring to
any of the S&P Indexes or Contracts or Indexed Warrants.  S&P shall safeguard the confidentiality
of any promotional or information materials furnished by CBOE for S&P’s
preview.


 


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.


 


(b)           CBOE shall be responsible for conduction and paying for
promotional and educational efforts in connection with the marketing and
trading of the Contracts of Indexed Warrants, and S&P shall not be required
to bear any of the costs thereof except the expenses of seminar participation
referred to in Section 8 (a).


 


(c)           CBOE shall use its best efforts to comply with the federal
securities laws and the rules of the CBOE and the Options Clearing
Corporation insofar as those laws and rules relate to exchange trading of
the Contracts or Indexed Warrants licensed hereunder.  CBOE shall take reasonable steps to ensure
that the trading of the Contracts or Indexed Warrants is carried out in
accordance with high ethical and legal standards.  Subject to Sections 8 (e) and 8 (f),
S&P shall have no obligation or liability in connection therewith.  This provision is intended solely for the
benefit of the parties hereto and not for the benefit of third-parties.


 


(d)           CBOE shall use and disseminate the S&P Marks and
S&P Indexes only in compliance with the terms and conditions of this
agreement to ensure that S&P’s rights in the S&P Marks and the S&P
Indexes are in no way diminished and/or jeopardized and shall use its best
efforts to assure that the public is in no way confused or misled as to such
rights.


 


10.           Protection of Value of License.


 


(a)           During the term of this Agreement, S&P shall use its
best efforts to maintain in full force and effect all federal registrations of
those S&P Marks that are registered at the date hereof (consisting of those
identified by “R” in the fourth recital
above).


 


(b)           In the event S&P is notified by CBOE or otherwise
becomes aware that the S&P Marks or S&P Indexes are to be, or have
been, used by any person without the prior written consent of S&P in a
manner inconsistent with the terms of (i) the exclusive license 


 


19

















 


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.


 


granted to CBOE in Section 3 (a) above and
such use involves (x) trading on an Organized Securities Market in North
America, or (y) trading outside of North America that has or may
reasonably be expected to have a material adverse impact upon the benefits
derived by CBOE from such license, or (ii) the exclusive licenses granted
to CBOE in Section 3 (f) above and such use has or may reasonably be
expected to have a materially adverse impact on the benefits derived by CBOE
from such licenses, S&P shall use its best efforts to terminate such use of
the S&P Marks or S&P Indexes, including, but not limited to, initiating
litigation against such person.  The
costs of such litigation shall be [*confidential treatment requested/material
filed separately*] unless and until such costs incurred in any calendar year
for all litigation brought pursuant to this Section 10 (b) amounts to
[*confidential treatment requested/material filed separately*]% of S&P’s
gross license fees collected under Section 5 of this Agreement for the
prior calendar year.  Once such costs
borne by S&P reach this level, each such matter in litigation will be
continued by S&P upon the written request of CBOE, which request shall
obligate CBOE to pay [*confidential treatment requested/material filed
separately*]% of additional expenses related to that litigation reasonably in
that year.  Notwithstanding the
allocation of the costs of any such litigation, and notwithstanding that
S&P agrees to consult with CBOE concerning the conduct and settlement of
such litigation, the conduct of such litigation, including the choice of
counsel and any settlement thereof, shall remain in the sole control of
S&P.


 


(c)           In the event litigation initiated pursuant to Section 10
(b) is determined adverse to S&P or is otherwise unsuccessful in
terminating such unconsented use of the S&P


 


20














 


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 or S&P Indexes, S&P shall have no
further liability to CBOE hereunder on account of such use, without prejudice
to CBOE’s rights under Section 3 (d).


 


(d)           CBOE shall reasonably cooperate with S&P in the
maintenance of such rights and registrations, and shall do such acts and
execute instruments as are reasonably necessary and appropriate to such
purposes.


 


11.           Proprietary Rights.


 


(a)           CBOE acknowledges that the S&P Indexes are selected,
arranged and prepared by S&P and, with respect to the S&P/BARRA Growth
Index and the S&P/BARRA Value Index, BARRA, through the application of
methods and standards of judgment used and developed through the expenditure of
considerable work, time and money by S&P and; as applicable, BARRA.  CBOE also acknowledges that the S&P Marks
and S&P Indexes are valuable assets of S&P and, with respect to the
S&P/BARRA Growth Index and the S&P/BARRA Value Index, BARRA, and
therefor, with respect to such information which is received by CBOE pursuant
to this Agreement, CBOE shall take such security measures as it takes to
protect its won proprietary data, provided such actions are reasonable, to
prevent any use other than as authorized herein.


 


(b)           The parties shall treat as strictly confidential and shall
not disclose or transmit to any third-party any documentation, contents
thereof, or other materials provided each other during the term of this
Agreement, provided that such documentation or other materials are designated “confidential”
or “proprietary” by the providing party and are not available to the public or
otherwise available to the receiving party from sources other than the
providing party.  The provisions of this Section 11
(b) shall survive any termination of this Agreement for a period 


 


21

















 


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.


 


of five (5) years from disclosure by either party
to the other of the last such “confidential” or “proprietary” information.


 


(c)           Except as otherwise expressly provided in this Agreement,
S&P reserves all right to the S&P Indexes and S&P Marks which are
not expressly licensed to CBOE hereunder.


 


12.           Warranties; Disclaimers.


 


(a)           S&P represents and warrants that S&P is the owner
of, or has the right to license CBOE to use, the S&P Marks, the
S&P/BARRA Marks and the S&P Indexes, as provided herein.


 


(b)           S&P shall promptly correct, or instruct its agents, to
correct any inaccuracies in the S&P Indexes within the control of S&P
which are discovered by S&P or brought to its attention.


 


(c)           The Contracts and Indexed Warrants are not sponsored,
endorsed, sold or promoted by S&P. 
S&P’s only relationship to CBOE is the licensing of certain
trademarks and trade names of S&P and of the S&P Indexes which are
determined, composed and calculated by S&P without regard to the Contracts
or the Indexed Warrants.  S&P has no
obligation to take the needs of persons having an interest in the Contracts or
the Indexed Warrants into consideration in determining, composing or
calculating the S&P Indexes.  S&P
has no obligation or liability in connection with the administration, marketing
or trading of the Contracts or the Indexed Warrants.


 


22

















 


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.


 


S&P SHALL OBTAIN
INFORMATION FOR INCLUSION IN OR FOR USE IN THE CALCULATION OF THE S&P
INDEXES FROM SOURCES WHICH S&P CONSIDERS RELIABLE, BUT S&P DOES NOT
GUARANTEE THE ACCURACY AND/OR THE COMPLETENESS OF THE S&P INDEXES OR ANY
DATA INCLUDED TEREIN AND S&P SHALL HAVE NO LIABILITY FOR ANY ERRORS,
OMISSIONS, OR INTERRUPTIONS THEREIN. 
S&P MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO RESULTS TO BE
OBTAINED BY ANY PERSON OR ANY ENTITY FROM THE USE OF THE S&P INDEXES OR ANY
DATA INCLUDED THEREIN IN CONNECTION WITH THE TRADING OF THE CONTRACTS OR THE
INDEXED WARRANTS, OR FOR NAY OTHER USE. 
S&P 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 S&P INDEXES OR ANY DATA INCLUDED THERIN.  WITHOUT LIMITING ANY OF THE FOREGOING, IN NO
EVENT SHALL S&P HAVE ANY LIABILITY FOR ANY SPECIAL, PUNITIVE, INDIRECT, OR
CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS), EVEN IF NOTIFIED OF THE
POSSIBILITY OF SUCH DAMAGES.  Effective
not later than February 1, 1995, subject to the approval thereof by the
Securities and Exchange Commission, CBOE rules shall expressly include the
disclaimer language contained in this Section 12 (c).  Prior to the date that CBOE rules are
amended to include such disclaimer language, CBOE rules shall continue to
expressly include the disclaimer language contained in Section 12 (c) of
the Prior Agreement.


 


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.


 


(d)               Neither party shall have any liability for lost
profits or indirect, special, punitive or consequential damages arising out of
this Agreement.  Without diminishing the
disclaimers and limitations on liability set forth in Subsection 12 (c) and
this Subsection 12 (d), in no event shall the cumulative liability of S&P
to CBOE exceed the fees paid by CBOE to S&P under this Agreement during the
twelve (12) month period immediately preceding the most recent anniversary of
the Effective Date.


 


(e)           The provisions of this Section 12 shall survive any
termination of this Agreement.


 


13.           Force Majeure.


 


S&P nor CBOE shall bear
any responsibility or liability for any losses arising out of any delay in,
interruption of, or failure to undertake their respective performance of their
obligation under this Agreement due to any act of God, act of governmental
authority, act of a public enemy or due to war, riot, fire, floor, civil
commotion, insurrection, labor difficulty (including, without limitation, any
strike or other work stoppage or slow down), severe or adverse weather
conditions or other cause beyond the reasonable control of the party so
affected.


 


14.           Injunctive Relief.


 


In the event of a material
breach by CBOE of Section 9 (d) of this Agreement relating to
dissemination of the S&P Indexes, CBOE acknowledges that S&P shall be
entitled to preliminary and permanent injunctive relief to enforce the
provisions hereof, but nothing herein shall preclude S&P from pursuing any
action or other remedy for any breach or threatened breach of this Agreement, all
of which shall be cumulative.


 


24

















 


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.


 


15.           Indemnification.


 


(a)           Except as provided in Subsection (b) below, CBOE
shall indemnify and hold harmless S&P, its affiliates (including
McGraw-Hill, Inc.) and their officers, directors, employees and agents
against any and all judgments, damages, costs or losses of any kind (including
reasonable attorneys’ and experts’ fees) as a result of any claim, action or
proceeding instituted after the Effective Date that arises out of or relates to
(i) this Agreement (other than a breach by S&P of its representations,
warranties and agreements hereunder), (ii) the Contracts or (iii) Indexed
Securities Products; provided, however, that S&P notifies CBOE promptly of
any such claim, action or proceeding. 
CBOE shall periodically reimburse S&P for its expenses incurred
under this Section 15.  S&P
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, it shall have no right to control their defense, consent to
judgment, or agree to settle any such claim, action or proceeding without the
written consent of CBOE without waiving the indemnity hereunder.  CBOE, in the defense of any such claim,
action, or proceeding, except with the written consent of S&P, shall not
consent to entry of any judgment or enter into any settlement which either (i) does
not include, as an unconditional term, the grant by the claimant to S&P of
a release of all liabilities in respect of such claims or (ii) otherwise
adversely affects the rights of S&P.


 


(b)           CBOE shall not indemnify or hold harmless S&P, its
affiliates and their officers, directors, employees or agents against any and
all judgments, damages, costs or losses of any kind (including reasonable
attorney’s fees and experts’ fees) as a result of any claim, action or
proceeding that arises out of or relates to (i) the willful or intentional
misconduct or 


 


25

















 


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.


 


reckless or grossly negligent conduct of any of
S&P’s officers, directors, employees or agents, (ii) miscalculation or
errors in an S&P Index or any data included therein originated by S&P
or its agents acting within the scope of their authority or (iii) any
breach by S&P of its representations, warranties or agreements made in this
Agreement.


 


(c)           These indemnification provisions are solely for the
benefit of S&P and CBOE and are not intended to, and do not, create any
rights or causes of actions on behalf of any third party.


 


16.           Other Matters.


 


(a)           This Agreement is solely and exclusively between the
parties as presently constituted and shall not be assigned or transferred by
either party, without the prior written consent of the other party, and any
attempt to so assign or transfer this Agreement without such written consent
shall be null and void.


 


(b)           This Agreement constitutes the entire agreement of the
parties hereto with respect to its subject matter and may be amended or
modified only by a writing signed and duly authorized officers of both
parties.  From and after the Effective
Date, this Agreement supersedes all previous agreements between the parties
with respect to the subject matter of this Agreement, except for those
provisions of the Prior Agreement specifically referred to herein.  There are no oral or written collateral
representations, agreements, or understandings except as provided herein.


 


(c)           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 


 


26

















 


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.


 


the protection of the property or proprietary nature
of any property which is the subject of this Agreement.


 


(d)           All notices and other communications under this Agreement
shall be in writing and shall be deemed given when delivered by hand or five (5) days
after mailing, postage prepaid, by registered or certified mail, return receipt
requested, to the below address or such addresses as either party shall specify
by a written notice to the other.


 


	
  Notice to S&P:

  	
  Standard &
  Poor’s

  
	
   

  	
  Attn:
  Index Department

  
	
   

  	
  25
  Broadway

  
	
   

  	
  New
  York, New York   10004

  
	
   

  	
   

  
	
  With a copy to:

  	
  McGraw-Hill, Inc.

  
	
   

  	
  Attn:
  General Counsel

  
	
   

  	
  1221
  Avenue of the Americas

  
	
   

  	
  New
  York, New York   10020

  
	
   

  	
   

  
	
  Notice to CBOE:

  	
  Chicago
  Board Options Exchange

  
	
   

  	
  Attn:
  General Counsel

  
	
   

  	
  400
  South LaSalle

  
	
   

  	
  Chicago, Illinois            60605

  



 


(e)           S&P and CBOE each agree not to assert any claims
against the other relating to that certain license agreement between them dated
June 23, 1983, as amended on January 25, 1985 (the “Original
Agreement”), or the parties’ conduct with respect thereto; provided, however,
that either party may assert a claim for indemnification, contribution and/or
damages against the other if a third party asserts a claim against a party
hereto relating to the Original Agreement or any party’s conduct with respect
thereto.


 


27

















 


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.


 


Nothing contained in this
section shall be deemed to confer on either party either party any new rights
or obligations.


 


The parties further agree
that neither of them shall take any action to encourage, invite or promote any
litigation against the other.


 


(f)            This Agreement shall be interpreted, construed and
enforced in accordance with the laws of the State of New York.


 


(g)           The parties hereby expressly acknowledge and agree that
the agreements reflected in (i) the [*confidential treatment
requested/material filed separately*] and (ii) the letter agreement
relating to “FLEX Options”, dated March 9, 1993 and addressed to Richard
G. DuFour of CBOE from Elliott Shurgin of S&P, are hereby extended through
the term of this Agreement and incorporated herein by reference.  Copies of said letter agreements are attached
hereto as Exhibits D and E, respectively.


 


(h)           S&P has informed CBOE that BARRA has the right to
terminate the S&P/BARRA Agreement under the terms thereof upon the
occurrence of certain events.  CBOE
therefor acknowledges that the license granted pursuant to this Agreement to
utilize the S&P/BARRA Growth Index, the S&P/BARRA Value Index and the
S&P/BARRA marks is subject to termination by S&P pursuant to Section 6
(c) in the event BARRA institutes action to so terminate the S&P/BARRA
Agreement.  S&P acknowledges that
CBOE would have the rights described in Section 7 (a) and 7 (b) hereof
in the event that S&P institutes action to so terminate such license.


 


28

















 


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 hereto have caused this Agreement to be executed as of the date first
set forth above.


 


 


	
   

  	
  STANDARD &
  POOR’S, a division 

  of McGraw-Hill, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  James R. Quandt

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  President
  and CEO

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  CHICAGO
  BOARD OPTIONS EXCHANGE

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/
  Alger B. Chapman

  
	
   

  	
   

  	
   

  
	
   

  	
  Title:

  	
  Chairman

  



 


29

















 


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


 


Description of S&P/BARRA
Growth and Value Indexes


 


The S&P/BARRA Growth
Index and the S&P/BARRA Value Index represent a partition of the S&P
500 constructed by dividing the stocks in the S&P 500 according to their
BARRA determined book-to-price ratios. 
Twice per year, based on the information available on November 30
and May 31 (end-of-day), such indexes are created by sorting the companies
in the S&P 500 from highest to lowest BARRA determined book-to-price
ratio.  Starting with the company with
the highest BARRA determined book-to-price ratio, companies are added to the
S&P/BARRA Value Index until such index contains 50 percent of the market
capitalization of the S&P 500.  The
S&P/BARRA Growth Index is composed of the remaining companies in the
S&P 500.  the partition of the
S&P 500 using May 31 information becomes effective July 1 of the
same year.


 


If the composition of the
S&P 500 changes between rebalancing dates, the S&P/BARRA Value Index
and S&P/BARRA Growth Index are adjusted to reflect the change.  Companies added to the S&P 500 Index are assigned
to the S&P/BARRA Growth Index if their value determined at the most recent
semi-annual rebalancing; otherwise, these new companies are added to the
S&P/BARRA Value 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


 


Current OTC Option Licensees


 


	
  Licensee

  	
   

  	
  Indices
  Covered

  
	
   

  	
   

  	
   

  
	
  Bankers
  Trust

  	
   

  	
  “500”,
  “100” and sub-groups

  
	
   

  	
   

  	
   

  
	
  Citicorp

  	
   

  	
  “500”
  only

  
	
   

  	
   

  	
   

  
	
  First
  Boston

  	
   

  	
  “500”

  
	
   

  	
   

  	
   

  
	
  Goldman
  Sachs

  	
   

  	
  “500”,
  “100” and sub-groups

  
	
   

  	
   

  	
   

  
	
  Paine Webber

  	
   

  	
  “500” only

  



 

















 


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 C


 


S&P 500
SUBINDEXES


 


	
  Aerospace/Defense

  	
   

  	
  Leisure
  Time

  
	
   

  	
   

  	
   

  
	
  Aluminum

  	
   

  	
  Machine
  Tools

  
	
   

  	
   

  	
   

  
	
  Automobiles

  	
   

  	
  Machinery
  (Diversified)

  
	
   

  	
   

  	
   

  
	
  Auto
  Parts After Market

  	
   

  	
  Manufactured
  Housing

  
	
   

  	
   

  	
   

  
	
  Heavy
  Duty Trucks & Parts

  	
   

  	
  Manufacturing
  (Divers. Inds.)

  
	
   

  	
   

  	
   

  
	
  Beverages
  (Alcoholic)

  	
   

  	
  Metals
  Miscellaneous

  
	
   

  	
   

  	
   

  
	
  Beverages
  (Soft Drinks

  	
   

  	
  Office
  Equipment & Supplies

  
	
   

  	
   

  	
   

  
	
  Broadcast
  Media

  	
   

  	
  Oil &
  Gas Drilling

  
	
   

  	
   

  	
   

  
	
  Building
  materials

  	
   

  	
  Oil
  (Domestic Integrated)

  
	
   

  	
   

  	
   

  
	
  Chemicals

  	
   

  	
  Oil
  (Int’l Integrated)

  
	
   

  	
   

  	
   

  
	
  Chemicals
  (Diversified)

  	
   

  	
  Oil
  Well Equip. & Services

  
	
   

  	
   

  	
   

  
	
  Chemicals
  (Specialty)

  	
   

  	
  Paper &
  Forest Products

  
	
   

  	
   

  	
   

  
	
  Communication
  Equip./Mfrs.

  	
   

  	
  Photography/Imaging

  
	
   

  	
   

  	
   

  
	
  Computer
  Software & services

  	
   

  	
  Pollution
  Control

  
	
   

  	
   

  	
   

  
	
  Computer
  Systems

  	
   

  	
  Publishing

  
	
   

  	
   

  	
   

  
	
  Conglomerates

  	
   

  	
  Publishing
  (Newspapers)

  
	
   

  	
   

  	
   

  
	
  Containers
  (Metal & Glass)

  	
   

  	
  Restaurants

  
	
   

  	
   

  	
   

  
	
  Containers
  (Paper)

  	
   

  	
  Retail
  (Department Stores)

  
	
   

  	
   

  	
   

  
	
  Cosmetics

  	
   

  	
  Retail
  (Drug Stores)

  
	
   

  	
   

  	
   

  
	
  Distributors
  (Consumer Products)

  	
   

  	
  Retail
  (Food Chains)

  
	
   

  	
   

  	
   

  
	
  Electrical
  Equipment

  	
   

  	
  Retail
  (General Merchandise)

  
	
   

  	
   

  	
   

  
	
  Electronics
  (Defense)

  	
   

  	
  Retail
  (Specialty)

  
	
   

  	
   

  	
   

  
	
  Electronics
  (Instrumentation)

  	
   

  	
  Retail
  (Specialty — Apparel)

  
	
   

  	
   

  	
   

  
	
  Electronics
  (Semiconductors)

  	
   

  	
  Shoes

  
	
   

  	
   

  	
   

  
	
  Engineering &
  Construction

  	
   

  	
  Specialized
  Services

  
	
   

  	
   

  	
   

  
	
  Entertainment

  	
   

  	
  Specialized
  Printing

  
	
   

  	
   

  	
   

  
	
  Foods

  	
   

  	
  Steel

  



 

















 


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.


 


	
  Gold
  Mining

  	
   

  	
  Telecomm.
  (Long Distance)

  
	
   

  	
   

  	
   

  
	
  Hardware &
  Tools

  	
   

  	
  Textiles

  
	
   

  	
   

  	
   

  
	
  Health
  Care (Diversified)

  	
   

  	
  Tobacco

  
	
   

  	
   

  	
   

  
	
  Health
  Care (Drugs)

  	
   

  	
  Toys

  
	
   

  	
   

  	
   

  
	
  Health
  Care (Miscellaneous)

  	
   

  	
  Airlines

  
	
   

  	
   

  	
   

  
	
  Hospital
  Management

  	
   

  	
  Railroads

  
	
   

  	
   

  	
   

  
	
  Medical
  Products & Supplies

  	
   

  	
  Truckers

  
	
   

  	
   

  	
   

  
	
  Homebuilding

  	
   

  	
  Transportation
  (Miscellaneous)

  
	
   

  	
   

  	
   

  
	
  Hotel-Motel

  	
   

  	
  Electric
  Companies

  
	
   

  	
   

  	
   

  
	
  Household
  Furn. & Appl.

  	
   

  	
  Natural
  Gas

  
	
   

  	
   

  	
   

  
	
  Household
  Products

  	
   

  	
  Telephone

  
	
   

  	
   

  	
   

  
	
  Housewares

  	
   

  	
  Money
  Center Banks

  
	
   

  	
   

  	
   

  
	
  Major
  Regional Banks

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Life
  Insurance

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Multi-Line
  Insurance

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Property-Casualty
  Insurance

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Savings &
  Loan Companies

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Personal
  Loans

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Financial (Miscellaneous

  	
   

  	
   

  



 


	
  COMPOSITE
  GROUPS

  	
   

  	
  MAIN
  GROUPS

  
	
   

  	
   

  	
   

  
	
  Chemicals
  Composite

  	
   

  	
  500
  Composite

  
	
   

  	
   

  	
   

  
	
  Consumer
  Goods Composite

  	
   

  	
  Industrials

  
	
   

  	
   

  	
   

  
	
  Capital
  Goods Composite

  	
   

  	
  Transportation

  
	
   

  	
   

  	
   

  
	
  Entertainment &
  Leisure Composite

  	
   

  	
  Utilities

  
	
   

  	
   

  	
   

  
	
  Health
  Care Composite

  	
   

  	
  Financials

  
	
   

  	
   

  	
   

  
	
  Oil
  Composite

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Retail
  Stores Composite

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Banks
  Composite

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Energy Composite

  	
   

  	
   

  



 

















 


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.


 


High Tech Composite


 

















 


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 D


 


[*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.


 


EXHIBIT E


 


Flex Options Letter
Agreement


 


(attached)


 

















 


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.


 


March 9, 1993


 


Mr. Richard G. DuFour


Executive Vice President


Chicago Board Options Exchange


LaSalle at Ban Buren


Chicago, IL 
60605


 


Dear Dick:


 


Reference is hereby made to the License Agreement,
dated as of December 1, 1990, between Standard & Poor’s
Corporation and the Chicago Board Options Exchange (the “Agreement”).  Capitalized terms used but not defined herein
shall have the meanings ascribed thereto in the Agreement.


 


The CBOE is now offering an opportunity for
investors to trade in a newly developed options product based on the S&P
500 and the S&P 100 call “FLEX Options”. 
FLEX Options are listed options that allow investors to select contracts
terms such as the option type, expiration date, strike price, exercise style
and settlement values.


 


Your signature below shall evidence our agreement
that (i) FLEX Options shall be governed by the Agreement, including
without limitation the license fees provisions contained therein, and (ii) for
purposes of the Agreement FLEX Options shall be considered to fall within the
definition of Standardized Option Contracts.


 


After you have signed both originals of this letter,
please return one to me and retain the other for your files.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
  /s/ Elliot Shurgin

  	
   

  



 


 


ACCEPTED AND AGREED:


 


CHICAGO BOARD OPTIONS EXCHANGE


 


 


	
  By:

  	
  /s/ Richard G. DuFour

  	
   

  



 

















 


 


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.


 


Name: Richard G. DuFour


Title:   Executive Vice President