EXHIBIT 10.15


 


The CORPORATEplan for RetirementSM

EXECUTIVE PLAN


 


Adoption Agreement


 


IMPORTANT NOTE


 


This document has not been approved by the Department of Labor, the
Internal Revenue Service or any other governmental entity.  An Employer must determine whether the plan
is subject to the Federal securities laws and the securities laws of the
various states.  An Employer may not rely
on this document to ensure any particular tax consequences or to ensure that
the Plan is “unfunded and maintained primarily for the purpose of providing
deferred compensation to a select group of management or highly compensated
employees” under the Employee Retirement Income Security Act with respect to
the Employer’s particular situation. 
Fidelity Management Trust Company, its affiliates and employees cannot
and do not provide legal or tax advice or opinions in connection with this
document.  This document does not
constitute legal or tax advice or opinions and is not intended or written to be
used, and it cannot be used by any taxpayer, for the purposes of avoiding
penalties that may be imposed on the taxpayer. 
This document must be reviewed by the Employer’s attorney prior
to adoption.


 


	
  Plan Number: 44315

  	
   

  	
  ECM NQ 2007 AA

  
	
  (07/2007)

  	
   

  	
  12/10/2008

  



© 2007 Fidelity Management & Research
Company


 

















 


ADOPTION AGREEMENT


ARTICLE 1


 


 


1.01                           PLAN
INFORMATION


 


(a)                                  Name
of Plan:


 


This is the Chicago Board Options Exchange Deferred Compensation Plan
for Officers (the “Plan”).


 


(b)                                 Plan
Status (Check one.):


 


(1)           Adoption Agreement
effective date:  01/01/2009.


 


(2)           The Adoption Agreement
effective date is (Check (A) or check and complete (B)):


 


(A)          o            A
new Plan effective date.


 


(B)                                x          An
amendment and restatement of the Plan. 
The original effective date of the Plan was:  02/16/2005.


 


(c)                                  Name
of Administrator, if not the Employer:


 


 


1.02                           EMPLOYER


 


(a)           Employer Name:  Chicago Board Options Exchange, Inc.


 


(b)           The term “Employer”
includes the following Related Employer(s) (as defined in Section 2.01(a)(25))
participating in the Plan:


 


 


 


 


1.03                           COVERAGE


 


(Check (a) and/or (b).)


 


(a)          x          The following Employees
are eligible to participate in the Plan (Check (1) or (2)):


 


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(1)   o    Only
those Employees designated in writing by the Employer, which writing is hereby
incorporated herein.


 


(2)          x   Only
those Employees in the eligible class described below:


 


Only Officers of
the Employer are eligible to participate in the Plan. Individuals performing
officer type services on a consulting, contract or other self-employed basis,
shall not be eligible to participate.


 


(b)          ̈    The
following Directors are eligible to participate in the Plan (Check (1) or (2)):


 


(1)    ̈    Only
those Directors designated in writing by the Employer, which writing is hereby
incorporated herein.


 


(2)    ̈            All Directors,
effective as of the later of the date in 1.01(b) or the date the Director
becomes a Director.


 


(Note:  A designation in Section 1.03(a)(1) or
Section 1.03(b)(1) or a description in Section 1.03(a)(2) must
include the effective date of such participation.)


 


1.04                           COMPENSATION


 


(If Section 1.03(a) is selected, select (a) or
(b).  If Section 1.03(b) is
selected, complete (c))


 


For purposes of determining all contributions under the Plan:


 


(a)                                   ̈    Compensation shall be as defined, with respect
to Employees, in the                         
Plan maintained by the Employer:


 


(1)                                   ̈                   to the extent
it is in excess of the limit imposed under Code section 401(a)(17).


 


(2)                                   ̈                   notwithstanding
the limit imposed under Code section 401(a)(17).


 


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(b)                                 x                                  Compensation
shall be as defined in Section 2.01(a)(9) with respect to Employees (Check (1), and/or (2) below, if, and as, appropriate):


 


(1)                                  x           but
excluding the following:


 


See Attachment B.


 


 


 


(2)                                   ̈                                    but
excluding bonuses, except those bonuses listed in the table in Section 1.05(a)(2).


 


(c)            ̈    Compensation
shall be as defined in Section 2.01(a)(9)(c) with respect to
Directors, but excluding the following:


 


 


1.05                           CONTRIBUTIONS
ON BEHALF OF EMPLOYEES


 


(a)           Deferral Contributions (Complete all that apply):


 


(1)                           x        Deferral
Contributions.  Subject to any minimum or
maximum deferral amount provided below, the Employer shall make a Deferral
Contribution in accordance with, and subject to, Section 4.01 on behalf of
each Participant who has an executed salary reduction agreement in effect with
the Employer for the applicable calendar year (or portion of the applicable
calendar year).


 


	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
  Base
  Compensation

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  20

  	
   

  



 


(Note:  With respect to each type
of Compensation, list the minimum and maximum dollar amounts or
percentages as whole dollar amounts or whole number percentages.)


 


3

















 


(2)                           x        Deferral
Contributions with respect to Bonus Compensation only.  The Employer requires Participants to enter
into a special salary reduction agreement to make Deferral Contributions with
respect to one or more Bonuses, subject to minimum and maximum deferral
limitations, as provided in the table below.


 


	
   

  	
   

  	
  Treated As

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Deferral
  Contributions

  Type of Bonus

  	
   

  	
  Performance

  Based

  	
   

  	
  Non-

  Performance

  Based

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
  Bonus
  Compensation

  	
   

  	
  Yes

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  0

  	
   

  	
  20

  	
   

  



 


(Note:  With respect to each type
of Bonus, list the minimum and maximum dollar amounts or percentages as
whole dollar amounts or whole number percentages.  In the event a bonus identified as a
Performance-based Bonus above does not constitute a Performance-based Bonus
with respect to any Participant, such Bonus will be treated as a
Non-Performance-based Bonus with respect to such Participant.)


 


(b)                                 Matching
Contributions (Choose (1) or (2) below, and (3) below,
as applicable):


 


(1)                                   ̈            The
Employer shall make a Matching Contribution on behalf of each Employee
Participant in an amount described below:


 


(A)                               ̈
          % of the Employee
Participant’s Deferral Contributions for the calendar year.


 


(B)            ̈  The amount, if any, declared by the Employer
in writing, which writing is herby incorporated herein.


 


(C)            ̈  Other:


 


 


(2)                                   ̈            Matching
Contribution Offset.  For each Employee
Participant who has made elective contributions (as defined in 26 CFR section
1.401(k)-6 (“QP Deferrals”)) of the maximum permitted under Code section
402(g), or the maximum permitted under the terms of the                              Plan
(the “QP”), to the QP, the Employer shall make a Matching Contribution in an
amount equal to (A) minus (B) below:


 


4

















 


(A)          The matching
contributions (as defined in 26 CFR section 1.401(m)-1(a)(2) (“QP Match”))
that the Employee Participant would have received under the QP on the sum of
the Deferral Contributions and the Participant’s QP Deferrals, determined as
though—


 


·                  no limits otherwise
imposed by the tax law applied to such QP match; and


·                  the Employee
Participant’s Deferral Contributions had been made to the QP.


 


(B)           The QP Match actually
made to such Employee Participant under the QP for the applicable calendar
year.


 


Provided, however, that the Matching Contributions made on behalf of
any Employee Participant pursuant to this Section 1.05(b)(2) shall be
limited as provided in Section 4.02 hereof.


 


(3)            ̈  Matching Contribution Limits (Check the appropriate box (es)):


 


(A)           ̈    Deferral
Contributions in excess of          %
of the Employee Participant’s Compensation for the calendar year shall not be
considered for Matching Contributions.


 


(B)            ̈    Matching
Contributions for each Employee Participant for each calendar year shall be
limited to
$                   .


 


(c)           Employer Contributions


 


(1)                                   ̈            Fixed
Employer Contributions.  The Employer
shall make an Employer Contribution on behalf of each Employee Participant in
an amount determined as described below:


 


 


 


(2)                                   ̈            Discretionary
Employer Contributions.  The Employer may
make Employer Contributions to the accounts of Employee Participants in any
amount (which amount may be zero), as determined by the


 


5

















 


Employer in its
sole discretion from time to time in a writing, which is hereby incorporated
herein.


 


1.06                           CONTRIBUTIONS
ON BEHALF OF DIRECTORS


 


(a)                                   ̈                                    Director
Deferral Contributions


 


The Employer shall make a Deferral Contribution in
accordance with, and subject to, Section 4.01 on behalf of each Director
Participant who has an executed deferral agreement in effect with the Employer
for the applicable calendar year (or portion of the applicable calendar year),
which deferral agreement shall be subject to any minimum and/or maximum
deferral amounts provided in the table below.


 


	
  Deferral Contributions

  	
   

  	
  Dollar Amount

  	
   

  	
  % Amount

  	
   

  
	
  Type of Compensation

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  	
  Min

  	
   

  	
  Max

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


(Note:  With respect to each type
of Compensation, list the minimum and maximum dollar amounts or
percentages as whole dollar amounts or whole number percentages.)


 


(b)                                 Matching
and Employer Contributions:


 


(1)            ̈    Matching
Contributions.  The Employer shall make a
Matching Contribution on behalf of each Director Participant in an amount
determined as described below:


 


 


 


(2)            ̈    Fixed
Employer Contributions.  The Employer
shall make an Employer Contribution on behalf of each Director Participant in
an amount determined as described below:


 


 


6














 


(3)                                  o            Discretionary
Employer Contributions.  The Employer may
make Employer Contributions to the accounts of Director Participants in any
amount (which amount may be zero), as determined by the Employer in its sole
discretion from time to time, in a writing, which is hereby incorporated
herein.


 


1.07                           DISTRIBUTIONS


 


The form and timing of distributions from the
Participant’s vested Account shall be made consistent with the elections in
this Section 1.07.


 


(a)                                  (1)                                  Distribution options to be provided to Participants


 


	
   

  	
   

  	
  (A) Specified 

  Date

  	
   

  	
  (B) Specified

  Age

  	
   

  	
  (C) Separation

  From Service

  	
   

  	
  (D) Earlier of

  Separation or

  Age

  	
   

  	
  (E) Earlier of

  Separation or

  Specified Date

  	
   

  	
  (F) Disability

  	
   

  	
  (G) Change in

  Control

  	
   

  	
  (H) Death

  
	
  Deferral
  Contribution

  	
   

  	
  o Lump Sum 

  

  o Installments

  	
   

  	
  o Lump Sum

  

  o Installments

  	
   

  	
  o Lump Sum

  

  o Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
  x Lump Sum 

  

  x Installments

  	
   

  	
   ̈ Lump Sum 

  

   ̈ Installments

  	
   

  	
  x Lump Sum

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Matching
  Contributions

  	
   

  	
  o Lump Sum

  

  o Installments

  	
   

  	
  o Lump Sum

  

  o Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Employer
  Contributions

  	
   

  	
  o Lump Sum

  

  o Installments

  	
   

  	
  o Lump Sum 

  

  o Installments

  	
   

  	
   ̈ Lump Sum 

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum 

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum 

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum 

  

   ̈ Installments

  	
   

  	
   ̈ Lump Sum

  	
   

  	
   ̈ Lump Sum

  

   ̈ Installments

  



 


(Note:  If the
Employer elects (F), (G), or (H) above, the Employer must also elect (A),
(B), (C), (D), or (E) above, and the Participant must also elect (A), (B),
(C), (D), or (E) above.  In the
event the Employer elects only a single payment trigger and/or payment method
above, then such single payment trigger and/or payment method shall
automatically apply to the Participant. 
If the employer elects to provide for payment upon a specified date or
age, and the employer applies a vesting schedule to amounts that may be subject
to such payment trigger(s), the employer must apply a minimum deferral period,
the number of years of which must be greater than the number of years required
for 100% vesting in any such amounts.  If
the employer elects to provide for payment upon disability, and the employer
applies a vesting schedule to amounts that may be subject to such payment
trigger, the employer must also elect to apply 100% vesting in any such amounts
upon disability and/or death.)


 


(2)          x          A
Participant incurs a Disability when the Participant (Check at
least one if Section 1.07(a)(1)(F) or if Section 1.08(e)(3) is
elected):


 


(A)                               ̈                                    is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
that can be expected to result in death or can be 


 


7

















 


expected to last
for a continuous period of not less than 12 months.


 


(B)                                x                                  is, by reason of any medically determinable physical
or mental impairment that can be expected to result in death or can be expected
to last for a continuous period of not less than 12 months, receiving income
replacement benefits for a period of not less than 3 months under an accident
and health plan covering employees of the Employer.


 


(C)                                x                                  is determined to be totally disabled by the Social
Security Administration or the Railroad Retirement Board.


 


(D)                               o                                    is determined to be disabled pursuant to the following
disability insurance program:                                      
the definition of disability under which complies with the requirements in
regulations under Code section 409A.


 


(Note:  If more
than one box above is checked, then the Participant will have a Disability if
he satisfies as least one of the descriptions corresponding to one of such
checked boxes.)


 


(3)          ý            Regardless
of any payment trigger and, as applicable, payment method, to which the
Participant would otherwise be subject pursuant to (1) above, the first to
occur of the following Plan-level payment triggers will cause payment to the
Participant commencing pursuant to Section 1.07(c)(1) below in a lump
sum, provided such Plan-level payment trigger occurs prior to the payment
trigger to which the Participant would otherwise be subject.


 


Payment
Trigger


 


(A)                              o                                    Separation from Service prior to:


 


(B)                                o                                    Separation from Service


 


(C)                                x                                  Death


 


(D)                               o                                    Change in Control


 


(b)                                 Distribution Election Change


 


A Participant


 


(1)                                  x                                  shall


 


8

















 


(2)                                   ̈                                    shall not


 


be permitted to modify a scheduled distribution
election in accordance with Section 8.01(b) hereof.


 


(c)                                  Commencement of Distributions


 


(1)                                  Each lump sum distribution and the first
distribution in a series of installment payments (if applicable) shall commence
as elected in (A), (B) or (C) below:


 


(A) o                         Monthly on the
1st day of the month which day next follows the applicable triggering event
described in 1.07(a).


 


(B) o                           Quarterly on
the 1st day of the following months
                  ,
                  ,
                  ,
or
                  
(list one month in each calendar quarter) which day next follows the applicable
triggering event described in 1.07(a).


 


(C) x                         Annually on the
1st day of February (month) which day next follows the applicable
triggering event described in 1.07(a)


 


(Note: 
Notwithstanding the above:  a
six-month delay shall be imposed with respect to certain distributions to
Specified Employees; a Participant who chooses payment on a Specified Date will
choose a month, year or quarter (as applicable) only, and payment will be made
on the applicable date elected in (A), (B) or (C) above that falls
within such month, year or quarter elected by the Participant.)


 


(2)                                  The commencement of distributions
pursuant to the evens elected in Section 1.07(a)(1) and Section 1.07(a)(3) shall
be modified by application of the following:


 


(A)                              o                                    Separation from Service Event Delay — Separation from
Service will be treated as not having occurred for          
months after the date of such event.


 


(B)                                o                                    Plan Level Delay — all distribution events (other than
those based on Specified Date or Specified Age) will be treated as not having
occurred for           days
(insert number of days but not more than 30).


 


(d)                                 Installment Frequency and Duration


 


If installments are available under the Plan pursuant
to Section 1.07(a), a Participant shall be permitted to elect that the
installments will be paid (Complete 1 and 2 below):


 


9

















 


(1)                                  at the following intervals:


 


(A)                              x                                  Monthly commencing on the day elected in Section 1.07(c)(1).


 


(B)                                x                                  Quarterly commending on the day elected in Section 1.07(c)(1) (with
payments made at three-month intervals thereafter).


 


(C)                                x                                  Annually commencing on the day elected in Section 1.07(c)(1).


 


(2)                                  over the following term(s) (Complete either (A) or (B)):


 


(A)                              x                                  Any term of whole years between 1 (minimum of
1) and 10 (maximum of 30).


 


(B)                                o                                    Any of the whole year terms selected below.


 


	
   ̈   1

  	
   ̈   2

  	
   ̈   3

  	
   ̈   4

  	
   ̈   5

  	
   ̈   6

  
	
   ̈   7

  	
   ̈   8

  	
   ̈   9

  	
   ̈  10

  	
   ̈ 11

  	
   ̈ 12

  
	
   ̈ 13

  	
   ̈ 14

  	
   ̈ 15

  	
   ̈ 16

  	
   ̈ 17

  	
   ̈ 18

  
	
   ̈ 19

  	
   ̈ 20

  	
   ̈ 21

  	
   ̈ 22

  	
   ̈ 23

  	
   ̈ 24

  
	
   ̈ 25

  	
   ̈ 26

  	
   ̈ 27

  	
   ̈ 28

  	
   ̈ 29

  	
   ̈ 30

  



 


(Note:  Only
elect a term of one year if Section 1.07(d)(1)(A) and/or Section 1.07(d)(1)(B) is
elected above.)


 


(e)                                  Conversion to Lump Sum


 


o            Notwithstanding anything herein to the contrary, if
the Participant’s vested Account at the time such Account becomes payable to
him hereunder does not exceed $                  
distribution of the Participant’s vested Account shall automatically be made in
the form of a single lump sum at the time prescribed in Section 1.07(c)(1).


 


(f)                                    Distribution Rules Applicable to
Pre-effective Date Accruals


 


o            Benefits accrued under the Plan (subject to Code
section 409A) prior to the date in Section 1.01(b)(1) above are
subject to distribution rules not described in Section 1.07(a) through
(e), and such rules are described in Attachment A Re:  PRE EFFECTIVE DATE ACCRUAL DISTRIBUTION
RULES.


 


10

















 


1.08                           VESTING SCHEDULE


 


(a)                                  (1)                                  The Participant’s vested percentage in Matching
Contributions elected in Section 1.05(b) shall be based upon the
following schedule and unless Section 1.08(a)(2) is checked below
will be based on the elapsed time method as described in Section 7.03(b).


 




	
  Years of Service

  	
   

  	
  Vesting %

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


(2)          o            Vesting
shall be based on the class year method as described in Section 7.03(c).


 


(b)                                 (1)                                  The Participant’s vested percentage in Employer
Contributions elected in Section 1.05(c) shall be based upon the
following schedule and unless Section 1.08(b)(2) is checked below
will be based on the elapsed time method as described in Section 7.03(b).


 




	
  Years of Service

  	
   

  	
  Vesting %

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  






 


(2)          o            Vesting
shall be based on the class year method as described in Section 7.03(c).


 


(c)          o            Years
of Service shall exclude (Check one.):


 


(1)           ̈            for
new plans, service prior to the Effective Date as defined in Section 1.01(b)(2)(A).


 


(2)           ̈            for
existing plans converting from another plan document, service prior to the
original Effective Date as defined in Section 1.01(b)(2)(B).


 


(Note:  Do not
elect to apply this Section 1.08(c) if vesting is based only on the
class year method.).


 


(d)                                  ̈ 
Notwithstanding anything to the contrary herein, a Participant will
forfeit his Matching Contributions and Employer Contributions (regardless of
whether vested) upon the occurrence of the following event(s):




 


 


(Note: 
Contributions with respect to Directors, which are 100% vested at all
times, are subject to the rule in this subsection (d).)


 


(e)                                  A Participant will be 100% vested in his
Matching Contributions and Employer Contributions upon (Check the
appropriate box(es)):


 


11

















 


(1)          o            Retirement
eligibility is the date the Participant attains age       
and completes        Years of Service, as defined
in Section 7.03(b).


 


(2)          o            Death.


 


(3)          o            The
date on which the Participant becomes disabled, as determined under Section 1.07(a)(2).


 


(Note: 
Participants will automatically vest upon Change in Control if Section 1.07(a)(1)(G) is
elected.)


 


(f)                                     ̈            Years
of Service in Section 1.08(a)(1) and Section 1.08(b)(1) shall
include service with the following employers:


 


 


 


1.09                           INVESTMENT DECISIONS


 


A Participant’s Account shall be treated as invested
in the Permissible Investments as directed by the Participant unless otherwise
provided below:


 


 


 


1.10                           ADDITIONAL PROVISIONS


 


The Employer may elect Option below and complete the
Superseding Provisions Addendum to describe overriding provisions that are not
otherwise reflected in this Adoption Agreement.


 


x                                  The Employer has completed the
Superseding Provisions Addendum to reflect the provisions of the Plan that
supersede provisions of this Adoption Agreement and/or the Basic Plan Document.


 


12














 


EXECUTION PAGE


(Fidelity’s Copy)


 


IN WITNESS WHEREOF, the
Employer has caused this Adoption Agreement to be executed this 11th day of
December, 2008.


 


 


	
   

  	
  Employer

  	
  Chicago
  Board Options Exchange, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Deborah Woods

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  Vice President Human
  Resources

  	
   

  



 


13

















 


EXECUTION PAGE


(Employer’s Copy)


 


IN WITNESS WHEREOF, the
Employer has caused this Adoption Agreement to be executed this 11th day of
December, 2008.


 


 


	
   

  	
  Employer

  	
  Chicago Board Options Exchange, Inc.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Deborah Woods

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  Vice President Human
  Resources

  	
   

  



 


14

















 


AMENDMENT EXECUTION PAGE


(Fidelity’s Copy)


 


Plan Name:            Chicago Board Options Exchange
Deferred Compensation Plan for Officers (the “Plan”)


 


Employer:              Chicago Board Options Exchange, Inc.


 


(Note:  These execution pages are to be
completed in the event the Employ modifies any prior election(s) or makes
a new election(s) in this Adoption Agreement.  Attach the amended page(s) of the
Adoption Agreement to these execution pages.)


 


The following section(s) of
the Plan are hereby amended effective as of the date(s) set forth below:


 


	
  Section Amended

  	
   

  	
  Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF, the
Employer has caused this Amendment to be executed on the date below.


 


	
   

  	
  Employer

  	
  Chicago
  Board Options Exchange, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Deborah Woods

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  Vice
  President Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 11, 2008

  



 


15

















 


AMENDMENT EXECUTION PAGE


(Employer’s Copy)


 


Plan Name:            Chicago Board Options Exchange
Deferred Compensation Plan for Officers (the “Plan”)


 


Employer:              Chicago Board Options Exchange, Inc.


 


(Note:  These execution pages are to be
completed in the event the Employ modifies any prior election(s) or makes
a new election(s) in this Adoption Agreement.  Attach the amended page(s) of the
Adoption Agreement to these execution pages.)


 


The following section(s) of
the Plan are hereby amended effective as of the date(s) set forth below:


 


	
  Section Amended

  	
   

  	
  Effective Date

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


IN WITNESS WHEREOF, the
Employer has caused this Amendment to be executed on the date below.


 


	
   

  	
  Employer

  	
  Chicago
  Board Options Exchange, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By

  	
  /s/
  Deborah Woods

  
	
   

  	
   

  	
   

  
	
   

  	
  Title

  	
  Vice
  President Human Resources

  
	
   

  	
   

  	
   

  
	
   

  	
  Date:

  	
  December 11, 2008

  



 


16

















 


ATTACHMENT A


 


Re:  PRE
EFFECTIVE DATE ACCRUAL DISTRIBUTION RULES


 


Plan Name:  Chicago
Board Options Exchange Deferred Compensation Plan for Officers


 


17

















 


ATTACHMENT B


 


Re: 
SUPERSEDING PROVISIONS

for

Plan Name:  Chicago Board Options
Exchange Deferred Compensation for Officers


 


(a)           Superseding Provision(s) -
The following provisions supersede other provisions of this Adoption Agreement
and/or the Basic Plan Document as described below:


 


1.             Notwithstanding anything to the contrary in Section 1.04,
for purposes of determining Deferral Contributions under the Plan, Compensation
shall include only base compensation and bonuses.  Compensation shall specifically exclude
amounts contributed by the Employer under the Senior Executive Cafeteria Plan.


 


2.             Notwithstanding anything to the contrary in Sections
1.05(a)(1) and 1.05(a)(2), Deferral Contributions shall be in whole and
fractional percentages as designated by a Participant in his or her election
form.


 


3.             Notwithstanding anything to the contrary in Article 4.01,
an election to defer Compensation shall continue in effect for Compensation
relating to all services performed in succeeding calendar years until modified
or revoked by the Participant with a subsequent election form pursuant to Article 4.


 


4.             If elected by the Participant on his or her initial
election form, distribution of a Participant’s entire interest in the Plan
shall be made after the date of consummation of a Change in Control in
accordance with Sections 1.07(a)(1)(G) and 1.07(c)(1); provided, however,
that a Change in Control shall not include:


 


(a)           any
change in form of organization of the Employer from a non-stock entity to a
stock corporation, or


 


(b)           any
public offering of the Employer’s shares of stock after it becomes a stock
corporation.


If the Participant fails to make an election, a Change in Control
distribution shall not be made to the Participant.


 


5.             Article 7.02 shall be replaced in its entirety with
the following:


 


7.02.       Death. 
If provided by the Employer in Section 1.08(e)(2), the Account of a
Participant or former Participant who dies before the distribution of his
entire Account will be 100% vested, provided that at the time of his death he
is earning Years of Service.


 


Each Participant from time to time, pursuant to a beneficiary
designation form furnished by the Employer, may designate any legal or natural
person or persons 


 


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(who may be designated contingently or successively) to whom his or her
Plan interest is to be paid if he or she dies before receiving the entire
balance thereof.  A beneficiary
designation shall be effective only when the executed beneficiary form is
delivered to the Employer in writing or by other method prescribed by the
Employer while the Participant is alive and will cancel all beneficiary
designation forms delivered earlier.  If
a deceased Participant fails to designate a beneficiary prior to his or her
death, or if all designated beneficiaries predecease the Participant, his or
her interest in the Plan shall be paid to his or her surviving spouse, or if
none, to his or her lawful descendants, per stirpes, or if
none survive him or her, to the legally appointed representatives of his or her
estate, or if none are appointed within six months after the date of his or her
death, to his or her heirs at law under the laws of descent and distribution of
the state in which the Participant is domiciled at the date of death.


 


19