Exhibit



EXHIBIT 10.13



The CORPORATEplan for RetirementSM 
EXECUTIVE PLAN






Adoption Agreement








IMPORTANT NOTE


This document has not been approved by the Department of Labor, the Internal Revenue) Service or any other governmental entity. An Employer must determine whether the plan is subject to the Federal securities laws and the securities laws of the various states. An Employer may not rely on this document to ensure any particular tax consequences or to ensure that the Plan is "unfunded and maintained primarily for the purpose of providing deferred compensation to a select group of management or highly compensated employees" under the Employee Retirement Income Security Act with respect to the Employer's particular situation. Fidelity Management Trust Company, its affiliates and employees cannot and do not provide legal or tax advice or opinions in connection with this document. This document does not constitute legal or tax advice or opinions and is not intended or written to be used, and it cannot be used by any taxpayer, for the purposes of avoiding penalties that may be imposed on the taxpayer. This document must be reviewed by the Employer's attorney prior to adoption.




















































Plan Number: 44314                                            ECM NQ 2007 AA    
(07/2007)                                                     12/21/2012
© 2007 Fidelity Management & Research Company






EXHIBIT 10.13





ADOPTION AGREEMENT ARTICLE l






1.01    PLAN INFORMATION


		
	(a)
	        Name of Plan:




This is the Chicago Board Option Exchange Executive Retirement Plan (the "Plan").




















































































Plan Number: 44314                                            ECM NQ 2007 AA    
(07/2007)                                                     12/21/2012
Page 1
© 2007 Fidelity Management & Research Company






EXHIBIT 10.13





AMENDMENT EXECUTION PAGE
(Fidelity's Copy)






Plan Name:      Chicago Board Option Exchange Executive Retirement Plan (the "Plan")                
Employer:      Chicago Board Options Exchange, Inc.                                          


(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or 
makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to 
these execution pages.)


The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:
	
		
	Section Amended
	Effective Date

	Attachment B
	01/01/2012

	 
	 

	 
	 

	 
	 






IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.


Employer:    Chicago Board Options Exchange, Inc.    


By:        /s/ Deborah Woods                    


Title:        Vice President, Human Resources            


Date:        12/21/2012                    












































Plan Number: 44314                                            ECM NQ 2007 AA    
(07/2007)                                                     12/21/2012
Page 2
© 2007 Fidelity Management & Research Company






EXHIBIT 10.13





AMENDMENT EXECUTION PAGE
(Employer's Copy)






Plan Name:      Chicago Board Option Exchange Executive Retirement Plan (the "Plan")                 
Employer:      Chicago Board Options Exchange, Inc.                                          


(Note: These execution pages are to be completed in the event the Employer modifies any prior election(s) or 
makes a new election(s) in this Adoption Agreement. Attach the amended page(s) of the Adoption Agreement to 
these execution pages.)


The following section(s) of the Plan are hereby amended effective as of the date(s) set forth below:
	
		
	Section Amended
	Effective Date

	Attachment B
	01/01/2012

	 
	 

	 
	 

	 
	 






IN WITNESS WHEREOF, the Employer has caused this Amendment to be executed on the date below.


Employer:    Chicago Board Options Exchange, Inc.        


By:        /s/ Deborah Woods                    


Title:        Vice President, Human Resources            


Date:        12/21/2012                    












































Plan Number: 44314                                            ECM NQ 2007 AA    
(07/2007)                                                     12/21/2012
Page 3
© 2007 Fidelity Management & Research Company






EXHIBIT 10.13





ATTACHMENT B


Re:  SUPERSEDING PROVISIONS
for




Plan Name:    Chicago Board Option Exchange Executive Retirement Plan (the “Plan”)     






		
	(a)
	Superseding  Provision(s)  - The  following  provisions  supersede  other  provisions  of  this  Adoption Agreement and/or the Basic Plan Document as described below:




1.    Notwithstanding anything to the contrary in Section 1.04, for purposes of determining Employer 
Contributions under the Plan, Compensation shall include only base compensation and bonuses 
(including amounts deferred by the Participant under the Chicago Board Options Exchange Deferred 
Compensation Plan for Officers).  Compensation shall specifically exclude amounts contributed by 
the Employer under the Senior Executive Cafeteria Plan. 


2.    If elected by the Participant on his or her initial election form, distribution of a Participant's entire 
interest in the  Plan  shall  be made after the date of consummation of a Change in Control in 
accordance with Sections 1.07(a)(l)(G) and 1.07(c)(l); provided, however, that a Change in Control 
shall not include:


(a)        any change in form of organization of the Employer from a non-stock entity to a
stock corporation, or


(b)        any public offering of the Employer' s shares of stock after it becomes a stock
corporation.


If the Participant fails to make an election, a Change in Control distribution shall not be made to the 
Participant.






3.  8.01(e) Notwithstanding anything herein to the contrary, with respect to any Specified Employee, 
if the applicable payment trigger is Separation from Service, then payment shall not commence 
before the date that is six months after the date of Separation from Service (or, if earlier, the date of 
death or Disability of the Specified Employee, pursuant to Section 7.02 and 7.07). Payments to 
which a Specified Employee would otherwise be entitled during the first six months following the 
date of Separation from Service are delayed by six months. 












 




Plan Number: 44314                                            ECM NQ 2007 AA    
(07/2007)                                                     12/21/2012
Page 4
© 2007 Fidelity Management & Research Company






EXHIBIT 10.13



Amendment to Chicago Board Options Exchange Executive Retirement Plan


WHEREAS, Chicago Board Options Exchange, Inc. (the “Company”) maintains the Chicago Board Options Exchange Executive Retirement Plan, as amended and restated effective January 1, 2009, and as thereafter amended effective July 15, 2009, January 1, 2012, January 1, 2014 and January 1, 2015 (the “Plan”), for the benefit of certain officers and other key employees of the Company and its affiliates; and


WHEREAS, the Company now considers it desirable to amend the Plan (i) to provide that no employees shall commence participation in the Plan on or after January 1, 2017 and (ii) to clarify that references to “Compensation” in the Plan shall exclude severance benefits. 


NOW, THEREFORE, pursuant to Section 9.01 of the Plan, the Plan hereby is amended as follows:  


1.  Section 1.03 of the Adoption Agreement under the Plan is amended to read as follows:


“Effective January 1, 2017, the Plan is frozen, such that no Employees shall commence participation in the Plan on or after such date.  The following Employees who were participating in the Plan prior to January 1, 2017 shall be grandfathered and continue to participate in the Plan until their employment terminates:


	
		
	Employee Name
	Employee Job Title

	Alan Dean
	EVP, Finance & Administration and CFO

	Joanne Moffic-Silver
	EVP-General Counsel &  Corp Secretary

	Gerry O’Connell
	EVO and CIO

	Ed Provost
	President and COO

	Phil Slocum
	EVP, Chief Risk Officer

	Ed Tilly
	CEO




”
2.  Section (a)1 of Attachment B to the Plan is amended by deleting the last sentence thereof and inserting the following sentence in its place:  


“Compensation shall specifically exclude (i) amounts contributed by the Employer under the Senior Executive Cafeteria Plan or any successor thereto and (ii) amounts payable to Participants as a severance benefit, including amounts payable under the CBOE Holdings, Inc. Executive Severance Plan (except as otherwise provided pursuant to Appendix C of the CBOE Holdings, Inc. Executive Severance Plan).”  
    
Except as modified above, all other terms and conditions of the Plan shall remain in full force and effect as originally stated, and this amendment is hereby made a part of the Plan. 


IN WITNESS WHEREOF, the Company has caused this amendment to be effective as of January 1, 2017.   
CHICAGO BOARD OPTIONS EXCHANGE, INC.                         
By:  /s/ Pamela Culpepper    12/29/2016    
       Date