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Second Amendment To Agreement For Nasdaq-100 Index And Composite Index Futures

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Sectors: Financial Services
Effective Date: June 26, 2008
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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 asterisks (" ***" ), and the omitted text has been filed separately with the Securities and Exchange Commission.

Second Amendment to Agreement for NASDAQ-100 Indexae

and NASDAQ Composite Indexae Futures Products

THIS " Second Amendment" is made as of June 26, 2008 (the " Second Amendment Effective Date" ) by and between The NASDAQ

OMX Group, Inc. f/k/a The Nasdaq Stock Market. Inc. (" NASDAQ OMX" ), a Delaware corporation, whose principal place of business is located at One Liberty Plaza, 165 Broadway, New York, NY 10006, and Chicago Mercantile Exchange Inc., a Delaware Corporation (" CME" ), whose principal place of business is located at 20 S. Wacker Drive, Chicago, Illinois 60606. All references to " Nasdaq" in the Agreement shall be deemed to refer to NASDAQ OMX.

WHEREAS, NASDAQ OMX and CME are parties to an Agreement for NASDAQ-100 Indexae and NASDAQ Composite Indexae Futures Products (the " Agreement" ), effective as of October 9, 2003; and

WHEREAS, NASDAQ OMX and CME previously amended the Agreement by an Amendment dated April 26, 2005; and

WHEREAS, NASDAQ OMX and CME again desire to amend certain terms of the Agreement as set forth below;

NOW THEREFORE, in consideration of the premises and the mutual covenants and conditions herein contained, NASDAQ OMX and CME, intending to be legally bound, agree as follows:

A. Amendment of Attachment II- Extension of Renewal Term . The Renewal Term of the Agreement with respect to each of the Indexes shall be extended until December 31, 2019.

B. Amendment of Attachment III- Fees Generally . For all ***, beginning with the first day of the first full calendar month following the Second Amendment Effective Date, the Fees paid by CME to NASDAQ OMX under Attachment III shall be ***. Beginning *** through the expiration of the Renewal Term on December 31, 2019, the Fees for all ***, shall be ***.

C. Amendment of Attachment III- *** . Section B of Attachment III captioned *** shall be deleted in its entirety.

D. Amendment of Attachment III- CME Marketing Commitment . Section D of Attachment III captioned CME Marketing Commitment shall be deleted in its entirety and replaced with the following:

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 asterisks (" ***" ), and the omitted text has been filed separately with the Securities and Exchange Commission.

D. CME Marketing Commitment .

During each calendar year during the Renewal Term after the Second Amendment Effective Date, CME shall spend a minimum of $*** in advertising on NASDAQ OMX' s public web site, currently located at url www.nasdaq.com and www.nasdaqomx.com (" NASDAQ.com" ). The annual marketing commitment shall be prorated for the portion of the calendar year commencing on the Second Amendment Effective Date through December 31, 2008. The advertising associated with the annual marketing commitment need not relate to Indexes nor the Futures Products based on the Indexes. Notwithstanding the foregoing, the Parties acknowledge and agree that should NASDAQ.com cease to be a viable and commercially reasonable vehicle for advertising at any point during the Renewal Term. CME shall retain the marketing commitment and NASDAQ OMX shall have the right to substitute an alternative NASDAQ OMX branded advertising outlet including, without limitation, the NASDAQ MarketSite Tower in Times Square, New York, NY, a NASDAQ OMX branded magazine or other similar advertising outlet.

E. Addition to Attachment III- License Fee Mitigation . The following Section E shall be added to the end of Attachment III:

E. License Fee Mitigation .

(1) Unlicensed Use of Index or NASDAQ OMX Marks .

In the event NASDAQ OMX is notified by CME or otherwise becomes aware that any of the Indexes or an associated Mark, are to be or have been used by a competitive market for the listing or trading of competitive products without the prior written consent of NASDAQ OMX (" Unlicensed User" ), NASDAQ OMX shall have the option to either (i) use its best efforts to terminate such use, including, without limitation, by initiating litigation against any such Unlicensed User; or (ii) permit such Unlicensed User to con
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