NONQUALIFIED STOCK OPTION AGREEMENT

Exhibit 10.1

DOW JONES & COMPANY, INC.

NONQUALIFIED STOCK OPTION AGREEMENT

AGREEMENT between Dow Jones & Company, Inc., a Delaware corporation (hereinafter called the "Company"), and the employee to whom options have been granted and who has agreed to be subject to the terms of this Agreement (the "Optionee"),

W I T N E S S E T H:

1.  Grant of Option.  Pursuant to the provisions of the Dow Jones 2001 Long Term Incentive Plan (the "Plan") the Company hereby grants to Optionee, subject to the terms and conditions of the Plan and subject further to the terms and conditions herein set forth, the right and option to purchase from the Company all or any part of the aggregate number of shares of Common Stock ($1.00 par value) of the Company ("Common Stock") of which Optionee has been given notice by the Company ("Notice"), as of the Date of Grant and at the Exercise Price set forth in such Notice, such option to be exercised as hereinafter provided.  This option is not intended to be, and will not be treated as an "incentive stock option."

2.  Terms and Conditions.  The option is subject to the following terms and conditions:

(a)  Expiration Date.  The option shall expire ten years after the Date of Grant (the "Expiration Date").

(b)  Exercise of Option.  Subject to paragraph 2(d) hereof, this option may be exercised on or after the vesting dates set forth in the following schedule, to the extent provided therein, provided the Optionee shall have remained in the employ of the Company or of an affiliate of the Company as defined in the Plan (any such affiliate being hereinafter called an "Affiliate") through such vesting dates:

Portion of Option Exercisable

Vesting Date

One Hundred Percent (100%)  

Third Anniversary of Date of Grant

This option may be exercised, to the extent exercisable by its terms, in whole or from time to time in part at any time prior to the expiration thereof.

(c)  Payment of Purchase Price Upon Exercise.  Any exercise of this option shall be effected through a Merrill Lynch program for Plan participants (or any successor program designated by the Company).  The option shall be exercised and the purchase price paid by any of the methods prescribed by the Company at the time of exercise.  Currently, options may be exercised, and the purchase price paid, by one or any combination of permissible methods including:  (a) a Cash Purchase Exercise; (b) a Stock Swap Exercise using shares of Common Stock held by the Optionee for at least six months and having a total fair market value on the date of exercise equal to the purchase price; and (c) a Cashless Exercise in which Merrill Lynch will sell shares of Common Stock issued in connection with the Optionee’s exercise (either all such shares or as many shares as are needed to cover the Optionee’s exercise costs, as the Optionee directs) and remit the purchase price to the Company.  

(d)  Exercise in the Event of Death or Termination of Employment.

(1)  Notwithstanding any provision of paragraph 2(b) to the contrary, if Optionee's employment by the Company or an Affiliate shall terminate because of his or her death or permanent disability, then this option may be exercised in full by Optionee, or by Optionee's Beneficiary as hereinafter defined or, absent a designation of Beneficiary, by the person or persons to whom Optionee's rights under this option pass by will or applicable law, or if no such person has such right, by Optionee's executors or administrators, at any time, or from time to time, but in no event later than the Expiration Date.  If, upon the termination of Optionee’s employment because of his or her retirement, Optionee shall have attained both 62 years of age and ten or more years of service with the Company or an Affiliate, then this option shall