EXHIBIT 10.3


 


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.


 


AMENDMENT NO. 2 TO LICENSE AGREEMENT


 


This Amendment No. 2 to
the Restated License Agreement effective as of November 1, 1994 and as
amended by Amendment No. 1 thereto dated January 15, 1995
(collectively, the “License Agreement”), is made by and between STANDARD &
POOR’S (“S&P”), a division of The McGraw-Hill Companies, Inc., a New
York corporation having an office at 25 Broadway, New York, New York 10004, and
the CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED (“CBOE”), having an office at
400 South LaSalle, Chicago, Illinois 60605. 
The effective date of this Amendment No. 2 is as of April 1,
1998.


 


W I T N E S S E T H:


 


WHEREAS, the parties wish to
modify the License Agreement so as to permit S&P to grant to a specified
universe of third parties licenses to use the S&P 100 Index as the basis
for certain index-linked products.


 


NOW, THEREFORE, the parties
hereto agree as follows:


 


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


 


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


 


“(b)         The license granted to CBOE
in Section 3(a) above shall be exclusive in respect of the S&P
100, and S&P agrees during the term of this Agreement that 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, and except
that at any time during the period commencing April 1, 1998 and ending March 31,
1999, S&P shall be permitted to grant to third parties, nonrenewable,
nontransferable licenses to use the S&P 100 solely as the basis for the
products described below, on the condition that such licenses are limited to
products that, except as expressly provided below, are (i) issued and sold
only outside North America and (ii) are not listed or traded on any
Organized Securities Market or through NASDAQ, the Instinet or any similar
electronic communications network. 
Licenses granted by S&P pursuant to this Section 3(b) shall
expire no later than one year after the date they are granted, except they may
continue in effect beyond the date of expiration solely in respect of any
products as to which interests therein are outstanding on the date of
expiration until such time as all interests in such products have matured,
expired, terminated, been redeemed or otherwise have ceased to be outstanding
in accordance with their respective terms. 
The products for which S&P is permitted to grant licenses in respect
of the S&P 100 pursuant to this Section 3(b) are limited to the
following (and any additional products as to which the parties may mutually
agree in writing):


 

















 


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.


 


(i)            OTC options
consisting of customized over-the-counter put and call options, the terms of
which are negotiated between the parties, and which are not issued or cleared
by The Options Clearing Corporation or a similar entity.


 


(ii)           Privately-placed
debt obligations, including notes, bonds debentures, guaranteed investment
contracts and commercial paper (whether or not certificated or evidenced by a
written instrument) where the principal of or interest payable on such debt
obligations, or both, is linked to the S&P 100 Index.


 


(iii)          Privately
negotiated swaps that involve the exchange of cash flows, one or more of which
are linked to the S&P 100 Index, provided that the swaps (1) have
terms that are individually tailored, (2) do not involve exchange-style
offset, (3) do not involve a clearing corporation or common margin or
other common back-up system, (4) are entered into in conjunction with a
line of business, (5) are not marketed to the public, and (6) are
entered into and terminated (whether by sale, assignment or otherwise) based on
private negotiations.


 


(iv)          Public debt
obligations, including notes, bonds, debentures, guaranteed investment
contracts and commercial paper (whether or not certificated or evidenced by a
written instrument) where the principal of or interest payable on such debt
obligations, or both, is linked to the S&P 100 Index.  Such debt obligations may be listed and
traded on any Organized Securities Market located outside or within North
America.


 


(v)           Indexed
warrants, consisting of instruments indexed to the S&P 100 Index that, in
exchange only for the payment of a non-refundable cash premium to or for the
benefit of the issuer, give the holder of the warrant the limited right until a
stated expiration date to acquire from the issuer either a fixed quantity of
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.  Indexed warrants shall not
include put or call options that are issued or cleared by The Options Clearing
Corporation or a similar entity or that involve the issuance of a new option or
warrant each time there is a trade in which an option or warrant is acquired by
a holder.  Such indexed warrants may be
listed and traded on any Organized Securities Market located outside North
America.


 


(vi)          Redeemable
open-end or nonredeemable closed-end investment funds and unit investment
trusts, including publicly offered mutual funds and institutional funds having
the investment objective of tracking the price and yield performance of
publicly-traded common stocks as represented by the S&P 100 Index.  Such open-end funds and unit investment
trusts, but not such closed-end funds, may be issued and sold within or outside
North America, and such closed-end funds, but not such open-end funds or unit
investment trusts, may be listed and traded on any Organized Securities Market
located outside North America.


 


(vii)         Investment
vehicles underlying or combined with one or more insurance products having the
investment objective of tracking the price and yield performance of
publicly-traded common stocks as represented by the S&P 100 Index (e.g.,
indexed variable annuities, or other indexed annuity products).  Such investment vehicles may be issued and
sold within or outside North America.”


 

















 


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


 


“(f)          As consideration for CBOE’s agreement to permit
S&P to grant to third parties licenses with respect to the S&P 100
pursuant to Section 3(b), S&P agrees to pay to CBOE [*confidential
treatment requested/material filed separately*] percent ([*confidential
treatment requested/material filed separately*]%) of all fees received by
S&P from licensees of the S&P 100 subject to the following:  (i) no payments shall be payable by
S&P hereunder in connection with licenses to use the S&P 100 that
S&P granted prior to December 1, 1990, as referenced in Section 3(b);
and (ii) no payments shall be payable by S&P hereunder with respect to
the first [*confidential treatment requested/material filed separately*]
dollars ($[*confidential treatment requested/material filed separately*])
received by S&P from licensees of the S&P 100 during the period April 1,
1998 through March 31, 1999. 
S&P shall remit any fees owed to CBOE hereunder within thirty (30)
days of the end of each calendar quarter. 
Each payment shall be accompanied by a full accounting of the basis for
the calculation of CBOE’s fee.”


 


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


 

















 


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


 


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


 


 


	
  CHICAGO BOARD OPTIONS

  	
   

  	
  STANDARD & POOR’S

  
	
  EXCHANGE

  	
   

  	
  a
  division of The McGraw-Hill

  
	
   

  	
   

  	
  Companies,
  Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BY:
  

  	
  /s/
  Charles J. Henry

  	
   

  	
  BY:
  

  	
  /s/
  Robert A. Shakotko

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  TITLE:
  

  	
  President

  	
   

  	
  TITLE:
  

  	
  Senior
  Vice President, Index Services