Form of Counterpart to the Stockholders Agreement



 Exhibit 4.4 
  

FORM of COUNTERPART to the STOCKHOLDERS AGREEMENT 
  
 COUNTERPART to the STOCKHOLDERS AGREEMENT, dated as of May 31, 2002, among International Securities Exchange, Inc., a Delaware corporation
(“ISE”) and the other parties named on the signature pages thereto (such other parties, together with all subsequent holders of capital stock of ISE that are parties to the Stockholders Agreement (as defined below), are referred to herein
as the “Stockholders”), (the “Stockholders Agreement”), made as of                     , by
                             (“New Stockholder”), and acknowledged by ISE. 
  
 WHEREAS, Stockholder owned shares (the “Shares”) of common stock,
par value $.01 per share, of Exchange Technology Corp., a Nevada corporation (“ETC”); 
  
 WHEREAS, pursuant to an Agreement and Plan of Merger by and among ISE, ETC Acquisition Corp., a Delaware corporation and ETC, dated as of April 10, 2002
(the “Merger Agreement”), each of New Stockholder’s Shares were converted into and become shares of ISE (“ISE Shares”); and 
  
 WHEREAS, in connection with the receipt by New Stockholder of ISE Shares, New Stockholder is required by ISE, and desires to enter into this Counterpart
to the Stockholders Agreement in order to become a party to such Stockholders Agreement. 
  
 NOW, THEREFORE, in consideration of the premises and the covenants herein contained, New Stockholder hereby agrees as follows: 
  

1. New Stockholder acknowledges receipt of copies of the Stockholders Agreement, dated as of May 31, 2002, among ISE and the Stockholders. 

 
 2. New Stockholder shall hereby be deemed a “Stockholder” under
the Stockholders Agreement and hereby agrees to be bound by, and to comply with, all applicable provisions of the Stockholders Agreement. 
  
 3. The ISE Shares to be received by New Stockholder pursuant to the Merger Agreement are hereby entitled to all rights under, and subject to the terms and
conditions of, the Stockholders Agreement as if New Stockholder were an original signatory thereto. 
  
 4. The Stockholders Agreement, as amended by this Counterpart, is in all respects confirmed in its entirety. 
  
 5. This Counterpart to the Stockholders Agreement shall be governed by and
construed in accordance with the laws of the State of New York. 
  
 6. This Counterpart to the Stockholders Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which shall constitute one and the same instrument. 
  









 IN WITNESS WHEREOF, the undersigned has executed this Counterpart to the Stockholders Agreement as of the
date first above written. 
  

	
	
	 
	[Name of New Stockholder]


  

			
	 Acknowledged by:

	
	 INTERNATIONAL SECURITIES EXCHANGE, INC.

		
	 By:
	 	 /s/ MICHAEL SIMON

	 	 	 Name: Michael Simon

	 	 	 Title: Secretary


  

 2 








 Schedule of Signatories to Counterpart to the Stockholders Agreement 
  

					
	 Stockholder, as on Ledger

	  	Date of Execution

	  	Executing Signatory


	 Katz & Associates, L.P.
	  	November 28, 2002	  	Gary Katz
			
	 The Porter GC 1997 Irrevocable Trust f/b/o Matthew B. Porter
	  	October 19, 2002	  	Susan Porter
			
	 The Porter GC 1997 Irrevocable Trust f/b/o Amy L. Porter
	  	October 19, 2002	  	Susan Porter
			
	 The Porter GC 1997 Irrevocable Trust f/b/o Juliet P. Porter
	  	October 19, 2002	  	Susan Porter
			
	 The Porter GC 1997 Irrevocable Trust f/b/o Jacqueline K. Porter
	  	October 19, 2002	  	Susan Porter
			
	 The Porter GC 1997 Irrevocable Trust f/b/o Morgan T. Keeler
	  	October 19, 2002	  	Susan Porter
			
	 The Porter GC 1997 Irrevocable Trust f/b/o Devin M. Keeler
	  	October 19, 2002	  	Susan Porter
			
	 The Lauren Rebecca Keeler 2002 Irrevocable Trust
	  	October 19, 2002	  	Susan Porter
			
	 The Amber Delilah Keeler 2002 Irrevocable Trust
	  	October 19, 2002	  	Susan Porter
			
	 The Samual Tyler Keeler 2002 Irrevocable Trust
	  	October 19, 2002	  	Susan Porter
			
	 The Porter GC 1997 Irrevocable Trust f/b/o Victoria E. Porter
	  	October 19, 2002	  	Susan Porter
			
	 Porter Revocable Trust dated 8/15/98
	  	October 19, 2002	  	Susan Porter
			
	 William F. Taylor and Jane P. Taylor, Trustees for the Taylor Family Trust, dated
 3/13/03
	  	April 2, 2003	  	William F. Taylor,
Jane P. Taylor
			
	 Nancy B. Graham and Tracy F. Henderson, or their successors, Trustees of the
 Graham Bypass Trust
	  	January 1, 2003	  	Nancy B. Graham,
Tracy F. Henderson
			
	 The Holmes Trust
	  	March 15, 2004	  	Linda Callihan
			
	 The Linda Callihan Family Trust
	  	March 15, 2004	  	Linda Callihan
			
	 Jack Eizikovitz 
	  	June 1, 2004	  	Jack Eizikovitz
			
	 Eli Katz
	  	June 1, 2004	  	Eli Katz
			
	 Wayne H. Heldt Separate Property Revocable Trust UA Dated 1/28/04
	  	June 15, 2004	  	Wayne H. Heldt
			
	 Diane F. Lee Separate Property Revocable Trust UA dated 3/10/99
	  	June 15, 2004	  	Diane F. Lee
			
	 Caesar Ventures LLC
	  	July 8, 2004	  	Caesar Ventures LLC
			
	 R.J. Thompson Holdings, Inc.
	  	August 17, 2004	  	B. Kevin Sterns
			
	 Gregory P. Gilgenast
	  	August 17, 2004	  	Gregory P. Gilgenast
			
	 Roger R. Brodersen
	  	August 17, 2004	  	Roger R. Brodersen
			
	 KFP Holdings I LLC
	  	August 31, 2004	  	Andrew M. Greenstein