0001047469-09-007769 Sample Contracts

AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2009 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”) made and entered into as of this 22nd day of December 2008, by and between the CHICAGO BOARD OPTIONS EXCHANGE (“Employer”) and RICHARD G. DUFOUR (“Employee”) to become effective December 31, 2008 (the “Effective Date”), is an amendment and restatement of the employment agreement previously entered into between the Employer and Employee dated September 16, 2003, and subsequently amended effective June 2, 2006 and January 1, 2007 (the “Prior Agreement”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • August 14th, 2009 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Illinois

THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT (“Agreement”), made and entered into effective as of December 9, 2008 (the “Effective Date”), by and between the CHICAGO BOARD OPTIONS EXCHANGE, INC. (“Employer”) and WILLIAM J. BRODSKY (“Employee”), is an amendment and restatement of the employment agreement previously entered into between the Employer and Employee entered into effective as of January 1, 2007 (the “Prior Agreement”).

CBOE Chicago Board of Options Exchange December 22, 2008 Mr. Alan J. Dean Tinley Park, IL 60477 Dear Alan,
Letter of Agreement • August 14th, 2009 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • Delaware

This Amended and Restated Letter of Agreement (“Agreement”) serves to amend and restate the Letter of Agreement previously entered into between you and CBOE, dated December 1, 2005 and subsequently amended January 23, 2007 (the “Prior Agreement”). This Agreement is not a contract of employment and should not be relied upon as such. As an employee of CBOE, you have the right to voluntarily terminate your employment at any time for any reason or no reason at all, and likewise, CBOE may terminate your employment at any time for any reason or no reason at all and without prior notice.

CREDIT AGREEMENT
Credit Agreement • August 14th, 2009 • CBOE Holdings, Inc. • Security & commodity brokers, dealers, exchanges & services • New York

This CREDIT AGREEMENT (“Agreement”) is entered into as of December 23, 2008, among CHICAGO BOARD OPTIONS EXCHANGE, INCORPORATED, a Delaware non-stock corporation (the “Initial Borrower”) and CBOE HOLDINGS, INC., a Delaware corporation (“Holdings” and, together with the Initial Borrower, the “Borrowers” and each individually, a “Borrower”), each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”), and BANK OF AMERICA, N.A., as Administrative Agent.

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