CME GROUP INC.
CHICAGO MERCANTILE EXCHANGE INC.
NEW YORK MERCANTILE EXCHANGE, INC.
COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORSCHARTERI.

PurposeThe Compensation Committee (the "Committee") is a committee of the Board of Directors (the "Board")of CME Group Inc. (“CME Group”), Chicago Mercantile Exchange Inc. (“CME”) and New York Mercantile
Exchange, Inc. (“NYMEX”) (collectively, referred to as, the "Company"). The primary purpose of theCommittee is: (i) to review, recommend and approve the Company’s compensation arrangements for theCompany’s executive officers (Chairman and Chief Executive Officer, Management Team and ChiefAccounting Officer) and compensation plans in which such executive officers are eligible to participate;(ii) to oversee matters relating to employee compensation, employee benefit plans and employee
incentive programs and (iii) to review and recommend to the Board compensation arrangements for themembers of the Board.
II.

III.

Membership & Organization•The members of the Committee and its Chairperson shall be appointed in accordance withthe provisions of the Company's Corporate Governance Principles.

•The Committee shall be comprised of four (4) or more directors who qualify as independent
directors under applicable listing standards and any other applicable regulation. Any
director with a relationship disclosed as a related party transaction in the Company’s proxystatement shall be considered recused from any approvals of equity awards under theCompany’s equity program to meet the requirements for approval by “non-employee”
directors within the meaning of Rule 16b-3 under the Exchange Act of 1934, as amended.

•The Chairperson shall schedule all meetings of the Committee and provide the Committeewith a written agenda, as appropriate. A quorum of the Committee shall be a majority of
the appointed members of the Committee. The Committee may ask members ofmanagement or others to attend the meeting and provide information orrecommendations, as necessary.

Engagement of Outside Advisors and Compensation Consultants•The Committee may, in its sole discretion, retain or obtain the advice of a compensation
consultant, legal counsel or other adviser. The Committee shall be directly responsible
for the appointment, compensation and oversight of the work of any compensation
consultant, legal counsel or other adviser retained by the Committee, the expense ofwhich shall be borne by the Company.

•The Committee may select a compensation consultant, legal counsel or other adviser tothe Committee only after taking into consideration all factors relevant to that person's
independence from management, or as required by applicable law or regulation,
including the following: (a) the provision of other services to the Company by the personthat employs the compensation consultant, legal counsel or other adviser; (b) theamount of fees received from the Company by the person that employs thecompensation consultant, legal counsel or other adviser, as a percentage of the total
revenue of the person that employs the compensation consultant, legal counsel or otheradviser; (c) the policies and procedures of the person that employs the compensation
consultant, legal counsel or other adviser that are designed to prevent conflicts ofinterest; (d) any business or personal relationship of the compensation consultant, legal
counsel or other adviser with a member of the Committee; (e) any stock of the Company
owned by the compensation consultant, legal counsel or other adviser; and (f) any
business or personal relationship of the compensation consultant, legal counsel, otheradviser or the person employing the adviser with an executive officer of the Company.
Except as otherwise specifically permitted under applicable listing standards, theCommittee shall conduct the independence assessment with respect to any
compensation consultant, legal counsel or other adviser that provides advice to theCommittee, other than in-house legal counsel.
IV.

Committee Meetings, Tasks and Authority
General•The Committee shall meet as often as it determines necessary to carry out its duties andresponsibilities but no less frequently than four (4) times annually and keep minutes of itsproceedings.

•The Committee shall perform its responsibilities in accordance with this Charter andapplicable regulatory requirements.

Responsibilities•

The Committee shall establish a compensation philosophy statement. The Committee shallreview the philosophy as appropriate, but no less than annually.

•The Committee shall review and approve the specific salary compensation and the actualawards of incentive compensation (all forms including cash and equity-based) andperquisites, direct and indirect, of the Company’s executive officers. With respect to theChairman and Chief Executive Officer, the Committee shall take into consideration theperformance evaluation of the Chairman and Chief Executive Officer discussed by theBoard of Directors in Executive Session in determining his annual incentive compensation.
The Chairman and Chief Executive Officer may not be present during voting ordeliberations by the Committee on his compensation. With respect to other executiveofficers, the Committee shall take into consideration the recommendations of the Chairman
and Chief Executive Officer.

•The Committee shall review and approve all executive officer employment agreements
and arrangements including severance or retirement arrangements, change of control
agreements or arrangements and any special or supplemental benefits.

•The Committee shall establish performance goals and determine whether performancegoals have been attained for purposes of performance-based incentive compensation as it
relates to executive officer compensation or to any CME Group equity performance shareawards.

•The Committee shall review and approve the bonus and equity-based incentive
compensation structure for all of the Company’s executive officers and the employees
at the level of Executive Director and above who are not executive officers.

•The Committee shall review and approve, on a periodic basis, general policies andprograms with respect to salary compensation, incentive compensation and employeebenefits programs, and the operation and administration thereof, for employees of theCompany.
•The Committee shall annually assess whether the Company’s compensation programs andpolicies may create risks that are reasonably likely to have a material adverse effect on theCompany.

•The Committee shall administer and interpret the Company’s recoupment policies.

•The Committee shall oversee the design and effectiveness of the Company’s PerformanceManagement Process.

•

The Committee shall review and recommend to the Board, cash and equity-based
employee incentive plans that are subject to shareholder approval.

•The Committee shall monitor aggregate equity compensation share use, dilution andexpense.

•

The Committee shall review and recommend to the Board, compensation
arrangements (including equity-based programs) for members of the Board.

•The Committee shall review and approve the Company’s peer companies and data
sources for purposes of benchmarking the Company’s compensation competitivenessand establishing the appropriate competitive positioning of the levels and mix ofcompensation elements.

•The Committee shall be provided with such compensation reviews, investigations and/orsurveys as the Committee may reasonably require in the exercise of its functions.

•The Committee shall oversee and monitor the activities of the Retirement Committee withrespect to investment strategy and performance, plan design and legal compliance, theprudent selection of investment managers and compensation and benefits consultants,and perform such other oversight duties as called for in the retirement and savings plandocuments.

•The Committee shall review and discuss with management the named executiveofficers and director compensation disclosure set forth in the proxy statement, including
the disclosure under “Compensation Discussion and Analysis”, and recommend to theBoard a Compensation Discussion and Analysis to be included in the proxy statement
and incorporated by reference into the Annual Report on Form 10-K.

•The Committee shall review and consider the results of the Company’s non-binding say-onpay resolutions as well as the frequency for submitting such proposals to the Company’s
shareholders and review and make recommendations with respect to shareholder proposals
and shareholder engagement related to compensation matters.

•The Committee shall review on an annual basis compliance with established stock
ownership guidelines for members of the Board of Directors and the executive
officers subject to such ownership guidelines.

IV.

Reporting Activities•The Committee Chairperson or their delegate, on behalf of the Committee, shall makeverbal reports to the Board on recent activities of the Committee.

•The Committee shall prepare and adopt a written annual report to the Board,summarizing the key activities, conclusions and recommendations of the Committee
during the previous year.

•

The Committee shall provide a report to be included in CME Group's proxy statement
setting forth the basis for the Committee’s recommendation to the Board with respect
to the inclusion of the disclosure set forth in the “Compensation Discussion andAnalysis” in the proxy statement and incorporated by reference into the Annual
Report on Form 10-K.

•The Committee shall reassess the adequacy of this Charter no less frequently than annuallyand submit any recommended changes to the full Board for approval.

•The Committee shall evaluate its performance on an annual basis and establish criteria forsuch evaluation. The Committee shall report to the Board regarding the results of its
evaluation and provide copies of written evaluations, if any, to the full Board.

Revised August 7, 2024