EX-10.1






AGREEMENT




THIS AGREEMENT, made and entered into this 3rd day of April, 2006, by and between CHICAGO
MERCANTILE EXCHANGE Inc. (“Employer”), a Delaware Business Corporation, having its principal place
of business at 30 South Wacker Drive, Chicago, Illinois, and CRAIG S. DONOHUE (“Employee”).



RECITALS:




WHEREAS, on November 7, 2003, Employer and Employee entered into an agreement (the “Prior
Agreement”) whereby Employer agreed to employ Employee as Chief Executive Officer (“CEO”) and
Employee accepted such employment; and



WHEREAS, the Prior Agreement expires on December 31, 2006, and Employer has an interest in
ensuring continuity of its leadership; and



WHEREAS, Employer wishes to continue the services of Employee in the capacity of Chief
Executive Officer upon the terms and conditions hereinafter set forth and Employee wishes to accept
such employment; and



WHEREAS, it is desirable that the Prior Agreement be replaced by this Agreement so that, on
and after the date of this Agreement, this Agreement shall contain the terms and conditions
governing the employment of Employee in the capacity as Chief Executive Officer of Employer;



NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties mutually
agree as follows:



1. Employment. Subject to the terms of the Agreement, Employer hereby agrees to continue to
employ Employee during the Agreement Term as Chief Executive Officer and Employee hereby accepts
such employment. Employee shall report to Employer’s Board of Directors, or any successor to the
Board of Directors (hereinafter, “Board” shall mean the Board of Directors of Employer and/or any
successor thereto). The duties and responsibilities of Employee and his relations with the Board,
its Chairman and its officers shall be consistent with the practice during his term as CEO to date.
Employee’s duties shall include, but not be limited to, the performance of all duties associated
with executive oversight and management of Employer. Employee will provide such business and
professional services in the performance of his duties that are consistent with Employee’s position
as Chief Executive Officer, and as shall reasonably be assigned to him by the Board. Employee
shall devote his full time, ability and attention to the business of Employer during the Agreement
Term. During the Agreement Term, Employee shall continue to hold the vested and unvested 8,200
shares that have been granted to him and will hold any additional shares granted to him until such
time as Employee holds a total of 10,000 vested or unvested shares of the Company’s common stock.



Notwithstanding anything to the contrary contained herein, nothing in the Agreement shall preclude
Employee from participating in the affairs of any governmental, educational or other charitable
institution, engaging in professional speaking and writing activities, and/or serving as a member
of the board of directors of a publicly held corporation (except for a competitor of Employer),
provided Employee notifies the Board prior to his participating in any such activities and as long
as the Board does not determine that any such activities interfere with or diminish Employee’s
obligations under the Agreement. Employee shall be entitled to retain all fees, royalties and other
compensation derived from such activities, in addition to the compensation and other benefits
payable to him under the Agreement, but shall disclose such fees to Employer.



2. Agreement Term. Employee shall be employed hereunder for a term commencing on January 1,
2006, and expiring on December 31, 2009, unless sooner terminated as herein provided (“Agreement
Term”). The Agreement Term may be extended or renewed only by the mutual written agreement of the
parties.



3. Compensation.




(a) Annual Base Salary. Effective January 1, 2006, and continuing through
December 31, 2009, Employer shall pay to Employee a base salary at a rate
not less than $850,000 per year (“Base Salary”), payable in accordance with
Employer’s normal payment schedule. During the Agreement Term, the
Compensation Committee of the Board shall review the Base Salary for
increase at such time as the salaries of senior officers of the company are
reviewed generally, and in any event at least annually.




(b) Bonuses. Employee shall be eligible to participate in Employer’s Annual
Incentive Plan (the “AIP”) as in existence or as amended from time to time
in accordance with its terms. Employee’s target annual incentive shall be
at least 100% of his Base Salary (“AIP Target”) and a maximum annual
incentive of not more than 150% of his Base Salary. Any amendment of the
AIP shall not diminish Employee’s target incentives relative to the target
incentives of the other members of the management team.




(c) Equity Compensation. Employee shall be eligible to participate in
Employer’s Equity Incentive Plan (“EIP”), as in existence or as amended from
time to time, in accordance with the terms of the Plan for executives in the
Office of the CEO, with a target grant of not less than 300% of his Base
Salary (“EIP Target”). The grant shall be satisfied in the following
manner: (i) 15% of the EIP Target amount in the form of restricted stock;
and (ii) 85% of the EIP Target amount in the form of non-qualified stock
options. Any amendment of the EIP shall not diminish Employee’s target
grant relative to the target grants of the other executives in the Office of
the CEO.




(d) If a “Change of Control” (as defined in Employer’s Amended and Restated
Omnibus Stock Plan (“Plan”)) occurs prior to the Employee’s termination of
employment with Employer, all options and shares previously granted to
Employee, which have not fully vested, whether pursuant to this Agreement,
the Prior Agreement or otherwise, will have vesting accelerated so as to
fully vest one year from the date of a Change in Control provided that
Employee does not materially violate any provision of the Agreement in which
case Employee shall not be entitled to any options or shares which had not
fully vested prior to a Change in Control. Employee may exercise all other
vested options in accordance with the terms of the Plan. Thereafter, the
options will continue to be subject to the terms, definitions and provisions
of the Plan and any related option agreement. If Employee is involuntarily
terminated without Cause or resigns with Good Reason within sixty (60) days
prior to a Change of Control or anytime within the one year after a Change
of Control, all unvested options and shares held by the Employee on the date
of Change of Control which would have been granted to Employee had the
Employee been employed on the date of Change of Control shall become granted
and 100% vested.



4. Benefits. Employee shall be entitled to insurance, vacation and other employee benefits and
perquisites commensurate with his position in accordance with Employer’s policies for executives in
effect from time to time. Without limiting the generality of the immediately preceding sentence,
for each year during the Term of this Agreement, Employee shall be entitled to the following fully
vested benefit accruals (or cash equivalents if said plans are terminated): (a) an annual accrual
under the Chicago Mercantile Exchange Supplemental Executive Retirement Plan equal to three percent
of his annual base pay and accrued AIP payment, and (b) “make-whole” accruals under Employer’s
Senior Management Supplemental Deferred Savings Plan equal to the amount of 401(k) Savings Plan
Discretionary Contribution or CME Pension Plan contributions that would have been accrued under
such plans but for the Internal Revenue Code limitation on compensation that can be considered
under a qualified retirement plan. Employee acknowledges receipt of a summary of Employer’s
employee benefits policies in effect as of the date of this Agreement



5. Expense Reimbursement. During the Agreement Term, Employer shall reimburse Employee, in
accordance with Employer’s policies and procedures, for all proper expenses incurred by him in the
performance of his duties hereunder.



6. Termination.




(a) Death. Upon the death of Employee, this Agreement shall automatically
terminate and all rights of Employee and his heirs, executors and
administrators to compensation and other benefits under this Agreement shall
cease, except for compensation which shall have accrued to the date of
death, including accrued Base Salary and a prorated AIP Target payment for
the year of termination, and other employee benefits to which Employee is
entitled upon his death, in accordance with the terms of the plans and
programs of Employer including without limitation any accrued, but unpaid,
AIP or EIP payments attributable to completed fiscal years.




(b) Disability. Employer may, at its option, terminate this Agreement upon
written notice to Employee if Employee, because of physical or mental
incapacity or disability, fails to perform the essential functions of his
position required of him hereunder for a continuous period of 90 days or any
120 days within any 12-month period. Upon such termination, all obligations
of Employer hereunder shall cease, except for payment of accrued Base Salary
and a prorated AIP Target payment for the year of termination, and other
employee benefits to which Employee is entitled upon his termination
hereunder, in accordance with the terms of the plans and programs of
Employer, including without limitation any accrued, but unpaid, AIP or EIP
payments attributable to completed fiscal years. In the event of any
dispute regarding the existence of Employee’s disability hereunder, the
matter shall be resolved as follows: (1) by the determination of a physician
selected by the Board; (2) Employee shall have the right to challenge that
determination by presenting a contrary determination from a physician of his
choice; (3) in such event, a physician selected by agreement of the Employee
and the Board will make the final determination. The Employee shall submit
to appropriate medical examinations for purposes of making the medical
determinations hereunder.




(c) Cause. Employer may, at its option, terminate Employee’s employment
under this Agreement for Cause. As used in this Agreement, the term “Cause”
shall mean any one or more of the following:




	 	(1)	 	any bad faith refusal by Employee to perform
his duties and responsibilities under this Agreement or material
violation of any rule, regulation or guideline imposed by a regulatory
or self -regulatory body having jurisdiction over Employer, as
determined after investigation by the Board. Employee, after having
been given written notice by Employer, shall have seven (7) days to
demonstrate to the satisfaction of Employer that Employee has been able
to cure or refute such refusal or violation;






	 	(2)	 	any intentional act of fraud, embezzlement,
theft or misappropriation of Employer’s funds by Employee, as
determined after investigation by the Board, or Employee’s admission or
conviction of or plea of nolo contendere to a felony or of any crime
involving fraud, embezzlement, theft or misrepresentation and which the
Board reasonably believes has had or will have a detrimental effect on
the Company’s reputation or business or the Employee’s reputation;






	 	(3)	 	any gross negligence or willful misconduct of
Employee resulting in a material financial loss or liability to
Employer, or damage to the reputation of Employer, as determined after
investigation by the Board; or






	 	(4)	 	any breach by Employee of any one or more of
the covenants contained in Section 7, 8 or 9 hereof.






The exercise of the right of Employer to terminate this Agreement pursuant
to this Section 6(c) shall not abrogate any other rights or remedies of
Employer in respect of the breach giving rise to such termination.




If Employer terminates Employee’s employment for Cause, Employee shall be
entitled to accrued Base Salary through the date of the termination of his
employment, as well as all other employee benefits to which Employee is
entitled upon his termination of employment with Employer, in accordance
with the terms of the plans and programs of Employer including without
limitation any accrued, but unpaid, AIP or EIP payments attributable to
completed fiscal years. Upon termination for Cause, Employee shall forfeit
any unvested or unearned compensation or long-term incentives, unless
otherwise provided herein or specified in the terms of the plans and
programs of Employer.




(d) Termination Without Cause. Upon 30 days prior written notice to
Employee, Employer may terminate this Agreement for any reason other than a
reason set forth in subsections (a), (b) or (c) of this Section 6. If,
during the Agreement Term, Employer terminates the employment of Employee
hereunder for any reason other than a reason set forth in subsections (a),
(b) or (c) of this Section 6:




	 	(1)	 	Employee shall be entitled to receive accrued
Base Salary through the date of the termination of his employment, and
other employee benefits to which Employee is entitled upon his
termination of employment with Employer, in accordance with the terms
of the plans and programs of Employer including without limitation any
accrued, but unpaid, AIP or EIP payments attributable to completed
fiscal years; and






	 	(2)	 	Employee shall receive a one time lump sum
severance payment equal to 2 times his Base Salary as of the date of
Employee’s termination, subject to Employee’s execution of a general
release in a form and of a substance satisfactory to Employer acting in
good faith;






	 	(3)	 	Employee shall be vested in any outstanding
awards under the EIP Plan (but shall not participate in any awards
subsequent to the date Employee received notice of termination) to the
extent that such awards would have vested if Employee had continued as
CEO through the termination date of this Agreement; and






	 	(4)	 	Employee shall be entitled to continued
benefits (at substantially the same cost to Employee as determined
immediately prior to his last day of employment) under all life,
disability, accident and healthcare insurance plans, programs or
arrangements in which the Employee was participating immediately prior
to such employment termination; provided, however, that if the
Employer, acting in good faith, determines that such coverages cannot
be provided to the Employee without adverse tax consequences to the
Employee (including without limitation under Internal Revenue Code
Section 409A), the Employer shall pay the Employee within 15 days of
employment termination a lump sum payment equal to 24 times 150% of the
monthly group premium, less employee contributions, for such coverages.






(e) Voluntary Termination for Good Reason. Upon 60 days prior written
notice to Employer (or such shorter period as may be permitted by Employer),
Employee may voluntarily terminate his employment with Employer prior to the
end of the Agreement Term for Good Reason. For purposes of this Agreement,
“Good Reason” shall mean any of the following: (1) diminution in Employee’s
title, (2) material diminution in Employee’s duties, power or authority that
is not cured by Employer within 15 days of Employee providing written notice
thereof; provided however, that changes or adjustments in furtherance of the
transition from Employee to a successor beginning 18 months prior to the
conclusion of this Agreement shall not be treated as a material diminution
of Employee’s duties, power or authority; (3) the failure of Employee to be
nominated for election to the Board, (4) a Change in Control (as defined in
the Plan); (5) without Employee’s express written consent, relocation of
Employee’s work situs to a location that is not in the Chicago metropolitan
area; or (6) a material breach of this Agreement by Employer that is not
cured within 15 days of Employee providing written notice thereof. If
Employee exercises his right to terminate under this Section 6(e):




	 	(1)	 	Employee shall be entitled to receive accrued
Base Salary through the date of the termination of his employment, and
other employee benefits to which Employee is entitled upon his
termination of employment with Employer, in accordance with the terms
of the plans and programs of Employer including without limitation any
accrued, but unpaid, AIP or EIP payments attributable to completed
fiscal years; and






	 	(2)	 	Employee shall receive a one time lump sum
severance payment equal to 2 times his Base Salary as of the date of
Employee’s termination, subject to Employee’s execution of a general
release in a form and of a substance satisfactory to Employer. acting
in good faith;






	 	(3)	 	Employee shall be vested in any outstanding
awards under the EIP Plan; and






	 	(4)	 	Employee shall be entitled to continued
benefits (at substantially the same cost to Employee as determined
immediately prior to his last day of employment) under all life,
disability, accident and healthcare insurance plans, programs or
arrangements in which the Employee was participating immediately prior
to such employment termination; provided, however, that if the
Employer, acting in good faith, determines that such coverages cannot
be provided to the Employee without adverse tax consequences to the
Employee (including without limitation under Internal Revenue Code
Section 409A), the Employer shall pay the Employee within 15 days of
employment termination a lump sum payment equal to 24 times 150% of the
monthly group premium, less employee contributions, for such coverages.






(f) Voluntary Termination. Upon 60 days prior written notice to Employer (or
such shorter period as may be permitted by Employer), Employee may
voluntarily terminate his employment with Employer prior to the end of the
Agreement Term for any reason. If Employee voluntarily terminates his
employment pursuant to this subsection (f), he shall be entitled to receive
accrued Base Salary through the date of the termination of his employment
and other employee benefits to which Employee is entitled upon his
termination of employment with Employer, in accordance with the terms of the
plans and programs of Employer including without limitation any accrued, but
unpaid, AIP or EIP payments attributable to completed fiscal years.




(g) Termination of Agreement Term. If the Agreement expires by its terms on
December 31, 2009, Employee shall be entitled to receive (i) accrued Base
Salary through the date of the termination of his employment, (ii) any
accrued, but unpaid, AIP or EIP payments attributable to completed fiscal
years and (iii) all other employee benefits to which Employee is entitled
upon his termination of employment with Employer, in accordance with the
terms of the plans and programs of Employer




(h) Mitigation. In no event shall Employee be obligated to seek other
employment or take any other action by way of mitigation of the amounts
payable to Employee under any of the provisions of this Agreement, and such
amounts shall not be reduced whether or not Employee obtains other
employment.



7. Confidential Information and Non-Compete. Employee acknowledges that the successful
development of Employer’s services and products, including Employer’s trading programs and systems,
current and potential customer and business relationships, and business strategies and plans
requires substantial time and expense. Such efforts generate for Employer valuable and proprietary
information (“Confidential Information”) which gives Employer a business advantage over others who
do not have such information. Confidential information includes, but is not limited to the
following: trade secrets, technical, business, proprietary or financial information of Employer not
generally known to the public, business plans, proposals, past and current prospect and customer
lists, trading methodologies, systems and programs, training materials, research data bases and
computer software; but shall not include information or ideas acquired by Employee prior to his
employment with Employer if such pre-existing information is generally known in the industry and is
not proprietary to Employer.




(a) Employee shall not at anytime during the Agreement Term or thereafter,
make use of or disclose, directly or indirectly to any competitor or
potential competitor of Employer, or divulge, disclose or communicate to any
person, firm, corporation, or other legal entity in any manner whatsoever,
or for his own benefit and that of any person or entity other than Employer,
any Confidential Information. This subsection shall not apply to the extent
Employee remains employed by Employer and is required to disclose
Confidential Information to any regulatory agency or as otherwise required
by law. This subsection shall not apply following termination for any reason
to the extent Employee is required by law to testify in a legislative,
judicial or regulatory proceeding, or is otherwise required by law to
disclose Confidential Information; provided, however, that following
termination for any reason, Employee will promptly notify Employer if
Employee is requested by any entity or person to divulge Confidential
information, and will use his best efforts to ensure that Employer has
sufficient time to intervene and/or object to such disclosure or otherwise
act to protect its interests. Employee shall not disclose any Confidential
Information while any such objection is pending.




(b) Employee agrees that while employed and for a period of one (1) year
following the termination of his employment with Employer for any reason,
the Employee will not accept employment with or act or provide services as
an independent contractor or consultant for or on behalf of any derivatives
exchange or for any person, organization or entity providing clearing
services. Employee acknowledges that such restriction is necessary to
protect the Confidential Information he learned through his employment with
Employer.




(c) Upon termination for any reason, Employee shall return to Employer all
records, memoranda, notes, plans, reports, computer tapes and equipment,
software and other documents or data which constitute Confidential
Information which he may then possess or have under his control (together
with all copies thereof) and all credit cards, keys and other materials and
equipment which are Employer’s property that he has in his possession or
control.




(d) If a court holds that the restrictions stated herein are unreasonable,
the parties hereto agree that the maximum period, scope or geographical area
reasonable under the circumstances shall be substituted for the stated
period, scope or area and that the court shall be allowed to revise the
restrictions contained herein to cover the maximum period, scope and area
permitted by law.



8. Non-solicitation.




(a) General. Employee acknowledges that Employer invests in recruiting and
training, and shares Confidential Information with, it its employees. As a
result, Employee acknowledges that Employer’s employees are of special,
unique and extraordinary value to Employer.




(b) Non-solicitation. Employee further agrees that for a period of one (1)
year following the termination of his employment with Employer for any
reason he shall not in any manner, directly or indirectly, induce or attempt
to induce any employee of Employer to terminate or abandon his or her
employment with Employer for any purpose whatsoever.




(c) Reformation. If a court holds that the restrictions stated in this
Section 8 are unreasonable, the parties hereto agree that the maximum
period, scope or geographical area reasonable under the circumstances shall
be substituted for the stated period, scope or area and that the court shall
be allowed to revise the restrictions contained herein to cover the maximum
period, scope and area permitted by law.



9. Intellectual Property. During the Agreement Term, Employee shall disclose to Employer and
treat as confidential information all ideas, methodologies, product and technology applications
that he develops during the course of his employment with Employer that relates directly or
indirectly to Employer’s business. Employee hereby assigns to Employer his entire right, title and
interest in and to all discoveries and improvements, patentable or otherwise, trade secrets and
ideas, writings and copyrightable material, which may be conceived by Employee or developed or
acquired by him during his employment with Employer, which may pertain directly or indirectly to
the business of the Employer. Employee shall at any time during or after the Agreement Term, upon
Employer’s request, execute, acknowledge and deliver to Employer all instruments and do all other
acts which are necessary or desirable to enable Employer to file and prosecute applications for,
and to acquire, maintain and enforce, all patents, trademarks and copyrights in all countries with
respect to intellectual property developed or which was being developed during Employee’s
employment with Employer.



10. Remedies. Employee agrees that given the nature of Employer’s business, the scope and
duration of the restrictions in Sections 7, 8 and 9 are reasonable and necessary to protect the
legitimate business interests of Employer and do not unduly interfere with Employee’s career or
economic pursuits. Employee recognizes and agrees that a breach of any or all of the provisions of
Sections 7, 8 and 9 will constitute immediate and irreparable harm to Employer’s business, for
which damages cannot be readily calculated and for which damages is an inadequate remedy.
Accordingly, Employee acknowledges that Employer shall therefore be entitled to seek an injunction
or injunctions to prevent any breach or threatened breach of any such Section. Employee agrees to
reimburse Employer for all costs and expenses, including reasonable attorney’s fees and costs,
incurred by Employer in connection with the enforcement of its rights under Sections 7, 8 and 9 of
this Agreement.



11. Indemnification. To the fullest extent provided by law, Employer will indemnify Employee
against and hold him harmless from liabilities of whatsoever kind and nature which may be imposed
on, incurred by or asserted against him at any time related to actions taken on behalf of the
Employer, including any claims that arise after Employee’s termination of employment for any
reason. Employer will purchase Directors and Officer’s insurance coverage that will continue in
effect both during the Agreement Term and, while potential liability exists, thereafter.



12. Survival. Sections 7, 8, 9, 10 and 11 of this Agreement shall survive and continue in full
force and effect in accordance with their respective terms, notwithstanding any termination of the
Agreement.



13. Arbitration. Except with respect to Sections 7, 8, and 9 any dispute or controversy
between Employer and Employee, whether arising out of or relating to this Agreement, the breach of
this Agreement, or otherwise, shall be settled by arbitration in Chicago, Illinois, in accordance
with the following:




(a) Arbitration hearings will be conducted by the American Arbitration
Association (“AAA”). Except as modified herein, arbitration hearings will be
conducted in accordance with AAA’s employment dispute rules.




(b) State and federal laws contain statues of limitation which prescribe the
time frames within which parties must file a law suit to have their disputes
resolved through the court system. These same statutes of limitation will
apply in determining the time frame during which the parties must file a
request for arbitration.




(c) If Employee seeks arbitration, Employee shall submit a filing fee to the
AAA in an amount equal to the lesser of the court filing fee charged in the
state or federal court in Chicago, Illinois. The AAA will bill Employer for
the balance of the filing and arbitrator’s fees.




(d) The arbitrator shall have the same authority to award (and shall be
limited to awarding) any remedy or relief that a court of competent
jurisdiction could award, including compensatory damages, attorney fees,
punitive damages and reinstatement. Employer and Employee may be represented
by legal counsel or any other individual at their own expense during an
arbitration hearing.




(e) Judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.




(f) Except as necessary in court proceedings to enforce this arbitration
provision or an award rendered hereunder, or to obtain interim relief,
neither a party nor an arbitrator may disclose the existence, content or
results of any arbitration hereunder without the prior written consent of
Employer and Employee.



14. Notices. All notices and other communications required or permitted hereunder shall be in
writing and shall be deemed given when (i) delivered personally or by overnight courier to the
following address of the other party hereto (or such other address for such party as shall be
specified by notice given pursuant to this Section) or (ii) sent by facsimile to the following
facsimile number of the other party hereto (or such other facsimile number for such party as shall
be specified by notice given pursuant to this Section), with the confirmatory copy delivered by
overnight courier to the address of such party pursuant to this Section 14:




	 	 	 	If to Employer, to:






Terry Duffy




Chairman, Chicago Mercantile Exchange Inc.




Chicago Mercantile Exchange Inc.




30 South Wacker Drive




Chicago, IL 60606




(312) 930-3100




With a copy to:




Kathleen M. Cronin




Managing Director, General Counsel and Corporate Secretary




Chicago Mercantile Exchange Inc.




30 South Wacker Drive




Chicago, IL 60606




(312) 930-3488




	 	 	 	If to Employee, to:






Craig S. Donohue




Chief Executive Officer




Chicago Mercantile Exchange Inc.




30 South Wacker Drive




Chicago, IL 60606




(312) 930-3100



15. Severability. Whenever possible, each provision of this Agreement shall be interpreted in
such manner as to be effective, valid and if appropriate, reformed under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable under applicable law or
rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect the
validity, legality or enforceability of any other provision of this Agreement or the validity,
legality or enforceability of such provision in any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.



16. Entire Agreement. This Agreement constitutes the entire Agreement and understanding
between the parties with respect to the subject matter hereof and supersedes and preempts any prior
understandings, agreements or representations by or between the parties, written or oral, which may
have related in any manner to the subject matter hereof including without limitation the Prior
Agreement. No other agreement or amendment to this Agreement shall be binding upon either party
including, without limitation, any agreement or amendment made hereafter unless in writing, signed
by both parties.



17. Successors and Assigns. This Agreement shall be enforceable by Employee and his heirs,
executors, administrators and legal representatives, and by Employer and its successors and
assigns.



18. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Illinois without regard to principles of conflict of laws.



19. Acknowledgment. Employee acknowledges that he has read, understood, and accepts the
provisions of this Agreement.



20. Counterparts. This Agreement may be signed in counterparts, each of which shall be deemed
an original but all of which together will constitute one and the same instrument.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first written
above.



	 	 	 
	CHICAGO MERCANTILE EXCHANGE	 	CRAIG S. DONOHUE
	/s/ Terrence A. Duffy

	 	/s/ Craig S. Donohue
	 
	 	 
	By: TERRENCE A. DUFFY

CHAIRMAN

	 	By: CRAIG S. DONOHUE

CHIEF EXECUTIVE OFFICER
	 
	 	 
	Date: April 3, 2006

	 	Date: April 3, 2006