ICE CLEAR EUROPE LIMITED AND LIFFE ADMINISTRATION AND MANAGEMENT

THIS AGREEMENT is made on 20 December 2012

each a “Party” and, together, the “Parties”.

NOW IT IS HEREBY AGREED as follows:

“Act” means the Financial Services and Markets Act 2000;

“Affiliate” means, in relation to a body corporate or person:

and “affiliated with” shall be construed accordingly;

“Applicable Laws” means relevant laws, statutory instruments, rules and regulations having the force of law, imposed by any governmental or other regulatory authority from time to time;

“Business Day” means a day on which a LIFFE Market is open for business;

“Change” has the meaning given to it in Schedule 4;

“Change Control Procedure” means the procedure for the agreement of Changes contained in Schedule 4;

“Change of Control” means circumstances where a person (other than ICE Inc.) who does not currently Control LIFFE or NYSE Euronext comes directly or indirectly to Control LIFFE or NYSE Euronext;

“Claims” has the meaning given to it in Clause 25.17(a);

“Cleared Contract” means an Eligible Trade cleared by ICE Clear in accordance with the ICE Clear Rules;

“Clearing Cost Base” shall:

provided that any item that falls to be considered under sub-paragraphs (c) or (d) of this definition shall not be included within with this sub-paragraph (a);

provided that the Clearing Cost Base:

“Clearing Member” means a person who is a clearing member of ICE Clear, as defined in the ICE Clear Rules;

“Clearing Membership Agreement” means an agreement between ICE Clear and each Clearing Member as described further in the ICE Clear Rules;

“Clearing Revenue Base” means, with respect to any set of Eligible Trades relating to an accounting period of ICE Clear, all fees received by ICE Clear from Clearing Members in respect of the clearing of such Eligible Trades, as well as any income managed and invested by ICE Clear from collateral held by ICE Clear relating to the clearing of such Eligible Trades (net of any fees and costs associated with such management and investment and any sums remitted to Clearing Members arising from collateral management and investment) provided that the Clearing Revenue Base and each item comprised therein shall be calculated with respect to each accounting period of ICE Clear and in accordance with IFRS;

“Commencement Date” means the date determined in accordance with Clause 2.1;

“Conditions” means the conditions set out at Clause 3.3;

“Confidential Information” means any information disclosed by one Party (or any of its Affiliates) to the other Party (or any of its Affiliates) which: (i) is disclosed in confidence to the receiving Party or any of its Affiliates; or (ii) which by its nature or by the circumstances of its disclosure would be regarded as confidential by a reasonable business person, save that information shall not be Confidential Information if such information (A) is already in the public domain at the time of disclosure; (B) enters the public domain other than by a breach of any obligation of confidentiality; or (C) was properly and lawfully in the possession of the receiving Party prior to the time that it was disclosed by the disclosing Party and provided that such information is not known by the receiving Party to be subject to any other duty of confidentiality owed to the disclosing Party. Confidential Information may include, but is not limited to, a disclosing Party’s Intellectual Property Rights, new product or new technology information, source code, object code, formulae, descriptions, diagrams, screen displays, schematics, blueprints, flow charts, data, algorithms, drawings, tapes, listings, processes, techniques, procedures, know how, passwords and sign on codes, documentation, manuals, specifications, designs, inventions, discoveries, improvements, research, development, product prototypes and copies (including but not limited to object code copies), models, marketing strategies, plans and materials, development plans, customer and client data and information, employee data and information, pricing information, rates and values, financial information, customer lists, business opportunities provided that in each case such information is Confidential Information within the meaning of the immediately preceding sentence;

“Contract Specification” means, in respect of any Eligible Product, the contract specification set out in the LIFFE Rules from time to time;

“Control” means, in relation to a body corporate, the power of a person to secure that the affairs of that body corporate are conducted in accordance with the wishes of that person: (i) by means of the holding of or the possession of voting powers in or in relation to more than fifty per cent. (50%) of the voting equity securities of that body corporate; or (ii) by virtue of having the power to appoint or remove a majority of the board of directors of that body corporate (and “Controlled” shall be construed accordingly);

“Critical Service Levels” mean those legally binding minimum service levels agreed between the Parties pursuant to Clause 4.4 and as amended from time to time pursuant to the Change Control Procedures;

“Cyber Attack” means any action taken to undermine the functions of a computer network for a commercial, political or national security purpose;

“Dedicated Resources” has the meaning given to it in paragraph 3.1(b)(ii) of Schedule 5;

“Defaulter” means a Clearing Member which has been declared a defaulter by ICE Clear in accordance with the Default Rules;

“Default Rules” means ICE Clear’s default rules from time to time which form part of the ICE Clear Rules;

"Delay Amount" means [****];

“De Minimis Change” has the meaning given to it in Schedule 4;

“Dispute” has the meaning given to it in Clause 41.1;

“Effective Date” means the date of signature of this Agreement;

“Eligible Product” means:

“Eligible Trade” means a trade in an Eligible Product which is registered by LIFFE for clearing in accordance with the LIFFE Rules;

“EMIR” means Regulation (EU) No. 648/2012 of the European Parliament and of the Council, and any delegated act or any regulatory technical standards made or to be made thereunder;

“ESMA” means the European Securities and Markets Authority and any successor entity thereto;

“Euribor” means the percentage rate per annum as determined by the Banking Federation of the European Union for a three (3) month period, displayed on the appropriate page of the Reuters screen;

“Euronext College of Regulators” means the college of regulatory entities governing Euronext’s local marketplaces, being the French Financial Regulator (Autorité des Marchés Financiers), the Netherlands Authority for the Financial Markets (Autoriteit Financiele Markten), the Belgian Banking, Finance, and Insurance Commission (Commission Bancaire, Financière, et des Assurances), the Portuguese Securities Market Commission (Comissao do Mercado de Valores Mobiliáros—CMVM), and the FSA, established pursuant to the Memorandum of Understanding between such regulatory entities dated 24 June 2010;

“European Union” means all member states which are at the date of this Agreement signatories to the Treaty on European Union (92/C 191/01) which came into force on 1 November 1993;

“Exchange Fees” means any fees levied by LIFFE on its trading members with respect to Eligible Trades;

“Existing LIFFE Product” means any LIFFE Product traded as at the Effective Date and described in Schedule 2;

“Exit Management Plan” has the meaning given to it in paragraph 1.2 of Schedule 6, as such Exit Management Plan is updated by the Parties from time to time;

“Exit Phase” has the meaning given to it in paragraph 2.1 of Schedule 6;

“Exclusively Dedicated Resources” has the meaning given to it in paragraph 3.1(b)(iii) of Schedule 5;

“Fee Amount” means the relevant portion of the Clearing Revenue Base minus the relevant portion of the Clearing Cost Base;

“FSA” means the United Kingdom’s Financial Services Authority or any successor authority or authorities in respect of the regulation of investment exchanges and clearing houses;

“FSA Rules” means the rules, requirements, directions and guidance of the FSA, including the provisions of the FSA Handbook of Rules and Guidance;

“FSMA Regulations” means the Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges and Clearing Houses) Regulations 2001 as amended from time to time;

“GBP” or “£” means the lawful currency of the United Kingdom;

“Good Industry Practice” means, with respect to the performance of services under this Agreement, that the relevant Party shall exercise that degree of skill and care in providing the services and attempting to keep service failures to a minimum, as would be expected of them by a reasonable person with knowledge and experience of the business of exchange-based clearing and settlement, and the provision of a managed IT service which supports such exchange‑based clearing and settlement services, including compliance in all material respects with applicable CPSS/IOSCO recommendations and compliance with all applicable requirements including but not limited to those under the Act, FSA Rules and EMIR, as applicable, provided in any event that the exercise of such skill and care will not be any less than that required to ensure compliance with any standard expressly agreed between the Parties;

“Guardian” means the commodities settlement system owned and used by LIFFE and/or its Affiliates and any successor system thereto;

“ICE Clear Background IPR” has the meaning given to it in Clause 25.2(b);

“ICE Clear Board” means the board of directors of ICE Clear;

“ICE Clear Data” means those data referred to in Clause 6.3;

“ICE Clear Materials” means, save as may be otherwise agreed between the Parties in writing, (1) any Material (a) provided or made available by or on behalf of ICE Clear to LIFFE under this Agreement, or (b) relating to the ICE Clear Services, in each case to the extent that the Intellectual Property Rights in the same are owned by or licensed to ICE Clear (or any of its Affiliates) (other than under this Agreement); (2) any Material developed by LIFFE or any Affiliate of LIFFE for ICE Clear where that development has been paid for solely by ICE Clear (unless the Parties have agreed in writing to an alternative ownership of the Intellectual Property Rights); (3) any Improvements to ICE Clear Materials; (4) ICE Clear Data; and (5) the following Materials (and Improvements to the same): the ICE Clear Rules and procedures;

“ICE Clear Rules” means the rules and regulations of ICE Clear Europe, together with ICE Clear's procedures, as interpreted in accordance with guidance and circulars issued by ICE Clear and as amended from time to time;

“ICE Clear Services” means the central counterparty clearing services provided by ICE Clear in respect of Eligible Trades as more fully set out in Part B of Schedule 1;

“Improvement” means, in the absence of a separate agreement signed by both Parties to the contrary (including, without limitation, through the Change Control Procedure), an improvement to or any derivative work of the LIFFE Materials or the ICE Clear Materials (as applicable);

“Indemnified Party” has the meaning given to it in Clause 25.17(e);

“Infringement” has the meaning given to it in Clause 25.18(a);

“Initial Margin” means any initial margin payable by any Clearing Member in respect of Cleared Contracts, as determined by ICE Clear in its sole discretion;

“Intellectual Property Rights” means all industrial and intellectual property rights including, without limitation, trade marks, service marks, trade names, logos, patents, inventions, registered and unregistered design rights, copyrights, database rights, and all other similar proprietary rights in any country including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;

“Intended Commencement Date” means 1 July 2013;

“Intra‑day Margin” means any intra-day margin payable by any Clearing Member in respect of its Cleared Contracts, as determined by ICE Clear in its sole discretion;

“IP Licensee” has the meaning given to it in Clause 25.18(b);

“IP Owner” has the meaning given to it in Clause 25.18(b);

“Joint Operations Committee” has the meaning given to it in Clause 4.7;

“LIBOR” means the daily London Interbank Offered Rate;

“LIFFE Background IPR” has the meaning given to it in Clause 25.1(b);

“LIFFE Data” means those data referred to in Clause 6.1;

“LIFFE Markets” means any market operated by LIFFE on the date of this Agreement regardless as to whether the market is an exchange, multilateral trading facility, alternative trading system, other platform or an over the counter market or to which LIFFE in the future provides services;

“LIFFE Materials” means, save as may be otherwise agreed between the Parties in writing, (1) any Material (a) provided or made available by or on behalf of LIFFE to ICE Clear under this Agreement, or (b) relating to the LIFFE Services, in each case to the extent that the Intellectual Property Rights in the same are owned by or licensed to LIFFE (or any of its Affiliates) (other than under this Agreement); (2) any Material developed by ICE Clear or any Affiliate of ICE Clear for LIFFE where that development has been paid for solely by LIFFE (or any of its Affiliates) (unless the Parties have agreed in writing to an alternative ownership of the Intellectual Property Rights); (3) any Improvements to LIFFE Materials; (4) LIFFE Data; and (5) the following Materials (and Improvements to the same): (i) UCP and (ii) the LIFFE Rules (and procedures);

“LIFFE Product” means any Existing LIFFE Product and any New LIFFE Product;

“LIFFE Rules” means the rules adopted by LIFFE in force from time to time and which govern the membership and operation of any LIFFE Market;

“LIFFE Services” means the financial intermediary services provided by LIFFE in respect of Eligible Trades as more fully set out in Part A of Schedule 1;

“LIFFE Software” means the software related to LIFFE's UCP;

“Longstop Date” means the date referred to in Clause 3.1;

“Losses” means losses, claims, awards, damages, costs, charges, liabilities (including liabilities to taxation) and expenses (including fines, penalties and reasonable and documented legal and other professional fees and disbursements);

“Margin” means any or all of Initial Margin, Intra-day Margin, Variation Margin and any contingent margin such as tender delivery margin, as the context may require;

“Material” means any material in whatever form (including specifications, plans, methodologies, inventions, formulae, software, databases, reports, processes, product/trade names and logos, designs, documentation, information and know‑how);

“New LIFFE Product” means any new or proposed product (or amendment to an Existing LIFFE Product), which has become (or is to become) available for trading on a LIFFE Market or is (or is to be capable of being) reported to LIFFE for registration in accordance with the LIFFE Rules;

“Parties” means the parties to this Agreement, and “Party” shall be construed as a reference to either of them as the context so demands;

“Project IP” means Intellectual Property Rights that on or from the Commencement Date for the term of this Agreement (including the Exit Phase) are created solely or predominantly in connection with the fulfillment by either or both Party or Parties, of its or their obligations under this Agreement, or in furtherance of the purposes of this Agreement and/or the arrangements contemplated hereby, provided, however, that Project IP shall not include ICE Clear Background IPR or LIFFE Background IPR;

“Recognised Clearing House” has the meaning given to it under the Act (and including any successor status introduced to replace such status for UK central counterparties (including without limitation under EMIR);

“Relationship Manager” has the meaning given to it in paragraph 1.1 of Schedule 5;

“Relevant Infringement” has the meaning given to it in Clause 25.18(c);

“Representative” has the meaning given to it in Clause 41.1;

“Required Capital Amount” has the meaning given to it in Clause 4.10;

“Retail Price Index” means the General Index of Retail Prices (All Items) (or any identical index under a different title) officially published from time to time by the UK Office for National Statistics or any body upon which the duties in connection with such index may have devolved;

“Service Level Agreement” means the binding service level agreement to be entered into between LIFFE and ICE Clear with respect to the service levels to be attained by ICE Clear and LIFFE in the provision of the ICE Clear Services and LIFFE Services, as applicable, and other matters in connection therewith, which agreement once agreed may be added to this Agreement as an additional Schedule;

“Shared Resources” has the meaning given to it in paragraph 3.1(b)(i) of Schedule 5;

“Similar” means, in relation to a LIFFE Product, that such product is similar, in respect of its contract design, market segment and nature of underlying instrument, to an existing Eligible Product;

“Stamp Tax Legislation” means sections 116 and 117 of the Finance Act 1991 (or any relevant successor legislation);

“Stamp Tax Regulations” means the Stamp Duty and Stamp Duty Reserve Tax (Investment Exchanges and Clearing Houses) Regulations (No 9) 2009 (SI 2009/1828) (or any successor regulations);

“Successor Operator(s)” means, in relation to the ICE Clear Services, the entity or entities succeeding ICE Clear in the provision or operation of services replacing any one or more of the ICE Clear Services as part of the Exit Management Plan;

“Target Service Levels” mean those expected business as usual service levels which the Parties will use reasonable endeavours to achieve but which the failure to achieve shall not of itself constitute a breach of this Agreement except to the extent otherwise agreed;

“Tax” means any form of taxation, levy, duty, charge, contribution, withholding or impost of whatever nature (including any related fine, penalty, surcharge or interest) imposed, collected or assessed by, or payable to, a Tax Authority;

“Tax Authority” means any government, state or municipality or any local, state, federal or other authority, body or official anywhere in the world exercising a fiscal, revenue, customs or excise function;

“Termination Date” means the date of expiry of any notice of termination of this Agreement;

“Third Party Market” means any trading venue operated by a person other than LIFFE, ICE Inc. or Affiliates of LIFFE or ICE Inc., regardless as to whether the market is an exchange, multilateral trading facility, organised trading facility, alternative trading system or other trading platform;

“Third Party Recipient” has the meaning given to it in Clause 24.2;

“Transfer” has the meaning given to it in paragraph 1.2 of Schedule 6;

“Transition and Migration Plan” means the plan outlined in Clause 9.2(a);

“TUPE Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended;

“UCP” means the universal clearing platform owned and used by LIFFE and/or its Affiliates, or any successor platform thereto;

“USD” means the lawful currency of the United States of America;

“Variation Margin” means any variation margin payable by any Clearing Member in respect of its Cleared Contracts; and

“VAT” means value added tax as provided for under the Value Added Tax Act 1994 (or any successor legislation), goods and services tax, consumption tax, or any tax of a similar nature levied upon the supply of goods or services;

in each case, calculated and payable on a monthly basis in arrears.

in each case, such amounts to be calculated and payable on a monthly basis in arrears.

such amount as set out in this Agreement. Any such adjustment shall take place within two months of the date of the Commencement Date.

and, in either case, such opinion is supported by reasonable evidence. ICE Clear shall at LIFFE's reasonable request, provide such evidence to LIFFE in writing. The Joint Operations Committee shall operate in a manner that affords all members of the Joint Operations Committee a reasonable opportunity to participate fully in the discussions of the Joint Operations Committee and shall take into consideration the impact of any decisions on both Parties and other stakeholders. Any decision taken by the Joint Operations Committee shall be made by a simple majority vote and, subject to this Clause 4.7 and Clause 4.8, shall be binding on both Parties. Provisions governing the organisation and conduct of the Joint Operations Committee are set out in Schedule 5.

Each of LIFFE and ICE Clear shall ensure that their business continuity and disaster recovery arrangements include those requirements set out in Schedule 3.

provided that ICE Clear's consent to the individuals shall be required which shall not be unreasonably withheld.

Each of LIFFE and ICE Clear shall comply with those terms set out in Schedule 6 during any Exit Phase.

For the avoidance of doubt, ICE Clear shall be entitled to make any change to any aspect of the method or means by which the ICE Clear Services are provided, and subject to any express provision in this Agreement to the contrary, without obtaining the consent of LIFFE, to the extent that any such change has no material effect on LIFFE’s receipt of the ICE Clear Services, does not prejudice LIFFE’s position under any Applicable Laws and that such change does not affect the cost to LIFFE of the provision of the ICE Clear Services. The Change Control Procedure shall not apply to any such “invisible” changes.

[****]

in each case, solely to the extent relevant or in connection to the provision of the ICE Clear Services or the LIFFE Services. Any auditor appointed by a Party for the purposes of this Clause 18 shall be independent of such appointing Party and shall be a part of an internationally recognised, reputable and suitably qualified accounting firm.

group of persons acting together or in concert, or any manipulation, corner, squeeze or other undesirable situation or practice that might reasonably be expected to affect or be capable of affecting LIFFE, ICE Clear, Clearing Members, Eligible Trades, Cleared Contracts, or any of them, it shall immediately notify the other Party. For the avoidance of doubt, no Party shall have any liability to the other for any omission or failure (other than wilful failure or omission) to notify the other Parties pursuant to this Clause 19.1.

provided that where such disruption or impairment is material and cannot be mitigated sufficiently by ICE Clear's reasonable endeavours within one (1) month of the date such disruption or impairment arose, ICE Clear shall be able to terminate this Agreement by providing two weeks’ notice.

provided that where such disruption or impairment is material and cannot be mitigated sufficiently by LIFFE's reasonable endeavours within one month of the date such disruption or impairment arose, LIFFE shall be able to terminate this Agreement by providing two weeks' notice.

The Parties will each procure that any other registrations, filings and submissions required under the laws of any jurisdiction are made to the extent that the provisions of such laws apply to each of them. The Parties will co‑ordinate and co‑operate with one another in providing such information and all reasonable assistance to the other as may be requested in connection with any such registrations, filings and submissions.

Each of the Parties agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents as may be required by law or as may be reasonably necessary to implement or give effect to this Agreement.

regulatory or other filings (including self-certifications) have been duly and unconditionally obtained or made and are now in full force and effect in order for it to execute and deliver this Agreement;

No failure in exercising any right or remedy provided by this Agreement shall operate as a waiver or release thereof or prejudice any other or further exercise of rights and remedies hereunder. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

The rights and remedies of each of the Parties under or pursuant to this Agreement are cumulative. They may each be exercised as often as such Party considers appropriate and are in addition to such rights and remedies under general law as each Party may have.

This Agreement sets out the entire agreement and understanding between the Parties in respect of the subject matter of this Agreement. It is agreed that:

This Agreement may be executed by the Parties to it on separate counterparts, each of which is an original but both of which together constitute one and the same instrument.

IN WITNESS whereof the Parties hereto have caused this Agreement to be signed by their duly authorised representatives the day and year first before written.

5.    Where applicable, to manage the physical delivery of commodities using Guardian.

ICE Clear shall ensure that it shall comply with FSA Rules relating to counterparty credit risk management by central counterparties.

To provide or otherwise source treasury investment and management services. Such services to be provided in accordance with Good Industry Practice and to a standard which is not less than that provided in respect of similar services in relation to collateral received by ICE Clear in respect of markets (other than the LIFFE Markets) cleared by ICE Clear, and which minimises investment risk and counterparty credit risk in accordance with Good Industry Practice so as to preserve funds with a high degree of liquidity operating within disclosed parameters.

Provision and/or sourcing of collateral management and custodian services in accordance with Good Industry Practice including tri-party collateral management and supporting quad party arrangements to industry requirements in a timely fashion.

ICE Clear shall invoice and collect exchange related fees from LIFFE members on behalf of LIFFE.

To (i) cooperate to prepare materials and presentations in connection with New LIFFE Products and/or new features and characteristics of Existing LIFFE Products for the FSA; (ii) directly manage and control, as far as practicable, the approval process with the FSA of such New LIFFE Products and/or new features and characteristics; and (iii) use reasonable endeavours to obtain any other approval, including Clearing Members’ approval, to the extent necessary.

ICE Clear shall take any further actions reasonably requested by LIFFE to support and facilitate the approval of such New LIFFE Products and/or or new features and characteristics of Existing LIFFE Products by the FSA and any other relevant and competent regulatory authority.

ICE Clear shall maintain appropriate financial resources in relation to the management of defaults of Clearing Members in accordance with the ICE Clear Rules.

ICE Clear shall perform default management as required in accordance with the ICE Clear Rules.

To the extent inconsistent with the above, and in accordance with the ICE Clear Rules, ICE Clear shall maintain full discretion with respect to the declaration and management of a default of a Clearing Member.

To report any transaction or submit other reports required to be submitted to any governmental or regulatory authority under Applicable Laws.

Provide appropriate settlement and delivery services for the full range of LIFFE Products in accordance with Good Industry Practice including comprehensive local (CSD) and international (ICSD) options.

Provide appropriate payment settlement arrangements and banking processes with appropriate protections against insolvency law challenge and compliant with Good Industry Practice including Bank of England guidelines on settlement bank arrangements.

Clearing Membership on-boarding and management of Clearing Members in accordance with the ICE Clear Rules and keeping LIFFE fully informed of material membership matters including without limitation liaison with LIFFE including the supply of on-watch reports and any non-compliance of members active on the LIFFE Markets and updating of all membership matters which give rise to regulatory issues or risk for the LIFFE Markets.

Provide the clearing services required to support clearing and clearing and settlement related payments in GBP, $, Euros, CHF and all other currencies provided for by LIFFE Product terms.

To perform for Clearing Members such other services as are assigned to ICE Clear by the ICE Clear Rules, or as may be agreed from time to time between ICE Clear and LIFFE.

Euribor, Short Sterling, Euroswiss, Eonia, Eonia Swap Index, Euroyen and Eurodollar futures and options.

Long Gilt, and JGB futures and options.

2yr €Swapnote, 5yr €Swapnote, 10yr €Swapnote, 2yr $Swapnote, 5yr $Swapnote and 10yr $Swapnote futures and options.

Cocoa, Robusta Coffee, White Sugar, Raw Sugar and Feed Wheat futures and options.

Stock Options on securities listed on the national stock exchanges of the following jurisdictions: Austria, Belgium, Denmark, Finland, France, Germany, Greece, India, Ireland, Italy, the Netherlands, Norway, Portugal, Russia, Spain, Sweden, Switzerland, the UK, and the US.

Universal Stock Futures on securities listed on the national stock exchanges of the following jurisdictions: Austria, Belgium, the Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, South Korea, the Netherlands, Norway, Poland, Portugal, Russia, Spain, Sweden, Switzerland, the UK and the US.

Futures, options and variance futures on the following indices: FTSE 100, CAC 40, AEX, BEL 20, PSI 20, FTSEurofirst 80, FTSEurofirst 100, FTSE 250, MSCI Euro, MSCI Pan‑Euro, FTSEurofirst 300, FTSE Eurotop 100, JPMorgan IPOX Europe 50 Index Futures, CAC High Dividend Index, AEX High Dividend Index.

Any other products listed at LIFFE at the Effective Date and immediately prior to the Commencement Date, provided that, for any products listed after the Effective Date but prior to the Commencement Date, LIFFE obtains ICE Clear's approval prior to listing such products, such approval not to be unreasonably withheld.

“CCN” means a change control notification submitted in accordance with paragraph 3.1 of this Schedule 4;

“Change” means any proposed substantial change to the terms of the Agreement or the nature or manner of provision of any services provided hereunder, save for any changes referred to in Clause 7.8, any matters referred to in Clause 14.2 and any matter determined by the Joint Operations Committee as not requiring the application of the Change Control Procedure;

“De Minimis Change” means either:

“Impact Assessment” means a written and appropriately detailed assessment of a Change produced by the Receiving Party in response to a CCN including the:

“Other Change” means a Change (other than a De Minimis Change);

“PID” means a project initiation document setting out a detailed analysis of estimated times and costs associated with or relating to a proposed Change, broadly in line with the Prince II methodology but varied by the Parties to suit their requirements including the use of templates agreed by the Parties, if any;

“Project Brief” means a document setting out a high level analysis of estimated times and costs associated with or relating to a proposed Change broadly in line with the Prince II methodology but varied by the Parties to suit their requirements including the use of templates agreed by the Parties, if any;

“Relevant Contact” means the person appointed by a Party to be its contact person in respect of a Change; and

“Regulatory Change” means any Change required by a material change to Applicable Laws or at the direction of a relevant and competent regulatory authority after the date of this Agreement other than any change that is required in order to ensure that ICE Clear complies with EMIR and that is not wholly or substantially related to the provision of the ICE Clear Services.

3.1    Responsibilities

Without prejudice to any other responsibilities set out in the Agreement or the Service Level Agreement and subject to any Applicable Laws, the Joint Operations Committee shall have the authority to agree on the matters set out below:

The Parties shall agree the time, location and agenda of each meeting.

The chair shall arrange for such meetings to be minuted as appropriate. For the avoidance of doubt, any decisions or items within the minutes of meetings which may be stated or implied to be variations of this Agreement will not vary this Agreement. Decisions of the Joint Operations Committee shall be made observing principles of due process and administrative fairness

Both ICE Clear and LIFFE will take all reasonable steps to ensure that their appropriate representatives attend all meetings. Where an individual cannot attend he may nominate a suitable proxy who will attend in his stead and have full powers to speak and vote on his behalf.

The parties agree that LIFFE shall bear ICE Clear’s reasonable and itemised costs (which may include reasonable external legal or consultancy costs) incurred in effecting the migration of ICE Clear Services to LIFFE and/or any Successor Operator(s), save that in respect of costs incurred by ICE Clear pursuant to paragraphs 3.2 and 3.3 above, LIFFE shall pay an amount that shall include a margin of ten per cent. (10%) of the amount of such costs.

(ii) in the event of a Change of Control [****],

and in either case, ICE Clear shall at its discretion in a commercially fair and reasonable manner set the clearing fees payable by Clearing Members and no fee shall be payable by ICE Clear in respect of any services that may be provided by LIFFE (apart from any amounts payable under sub-paragraph (f) below).