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Finance and Strategy Committee Charter

Adopted December 16, 2015

The Finance and Strategy Committee ("Committee") is a committee of the Board of Directors (the "Board") of CBOE Holdings, Inc. (together with its subsidiaries, the "Company"). The Committee is generally responsible for, among other things, overseeing the financial affairs of the Company, reviewing and making recommendations to the Board about the financial affairs and related policies of the Company, overseeing and making recommendations to the Board about the strategic plan of the Company, reviewing and making recommendations to the Board about strategic transactions, and approving strategic transactions on behalf of the Board pursuant to delegated authority when appropriate under this Charter.

The Committee shall consist of three (3) or more Directors. The Directors serving on the Committee (including the chairperson thereof) shall be appointed by the Board on the recommendation of the Nominating and Governance Committee of the Board. Directors serving on the Committee may be removed by the Board in accordance with the Company's Bylaws. If a Director serving on the Committee ceases to be a Director, such individual shall thereupon cease to serve on the Committee.

The Committee shall meet when it deems necessary to fulfill its purpose and responsibilities. The Committee shall establish its own schedule and agenda, coordinated by its chairperson. The chairperson of the Committee or any Director serving on the Committee may call special meetings of the Committee. The chairperson of the Committee, or his or her designee, shall provide each Director serving on the Committee with prior notice of any such meeting in accordance with the procedures for giving notice of special meetings of the Board as set forth in the Company's Bylaws.

The Committee shall maintain written minutes of its meetings. The Committee may meet by means of conference telephone or other communications equipment in accordance with the Company's Bylaws and may take action by unanimous written consent. A majority of the Directors serving on the Committee shall constitute a quorum. A majority of the Directors serving on the Committee present at any Committee meeting at which a quorum is present may act on behalf of the Committee. Except as otherwise provided by applicable law, the failure to comply with the requirements of this Charter or any applicable exchange rule or other regulation shall not by itself invalidate any corporate action taken by the Committee.

The Committee may form subcommittees to be composed of one or more members of the Committee. The Committee may delegate authority to a subcommittee to the extent the delegation is consistent with governing law, rules and regulations of any applicable exchange, the Company's Charter and Bylaws and other requirements applicable to the Company.

General

In furtherance of the Committee's purpose, and in addition to any other responsibilities that may be properly assigned by the Board to the Committee, the Committee shall have the following authorities and responsibilities:

  1. The Committee shall provide the Board advice with respect to its oversight of the financial affairs of the Company, including, capital structure, financing needs, capital and other significant expenditures, and tax considerations.

  2. The Committee shall review and make recommendations to the Board regarding the annual operating and capital budgets, including the budgeted fees and charges expected to be assessed by the Company and, to the extent requested by the Board, any material modification to the annual operating and capital budgets.

  3. The Committee shall review and make recommendations to the Board regarding the Company's dividend policies, capital needs, and stock repurchases.

  4. The Committee shall review the performance of the Company's investments and periodically propose changes to the Board, as appropriate, in the investment and cash management policies of the Company.

  5. The Committee shall review and advise the Board with respect to the material incurrence of indebtedness for borrowed money, including material loans, notes, lines of credit, and capital leases.

  6. The Committee shall oversee, review and make recommendations to the Board regarding the strategic plan for the Company.

  7. The Committee shall meet with senior management periodically to review and evaluate the Company's progress in implementing the strategic plan of the Company.

  8. The Committee shall review and make recommendations to the Board with respect to material strategic or operational acquisition, investment, divestiture or other opportunities. Further, the Committee shall have discretion to review and approve strategic or operational acquisitions, investments or other opportunities up to an aggregate dollar amount determined by the Board.

  9. The Committee shall conduct annual and other self-evaluations as it deems appropriate, including to satisfy any applicable requirements of any applicable exchange and any other legal or regulatory requirements.

  10. The Committee shall report to the Board as it deems appropriate, and as the Board may request.

  11. The Committee shall perform other activities consistent with this Charter, the Company's Charter and Bylaws, governing law, the rules and regulations of any applicable exchange and such other requirements applicable to the Company as the Committee deems necessary or appropriate.

Committee Charter

The Committee shall annually review and evaluate the adequacy of this Charter and shall recommend any changes to the Board as the Committee deems appropriate, including to satisfy any applicable requirements of any applicable exchange and any other legal or regulatory requirements.


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Committee Members