EX-10.2






Exhibit 10.2

EXECUTION COPY




AGREEMENT




THIS AGREEMENT, effective as of February 5, 2014 (“Effective Date”) by and between CME Group
Inc. (“Employer” or “CME”), a Delaware corporation, having its principal place of business at 20
South Wacker Drive, Chicago, Illinois, and Phupinder Gill (“Executive”).



R E C I T A L S:




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



WHEREAS, Employer and Executive wish to supercede the Agreement entered into by them and
effective as of April 18, 2012 and agree to be bound by the terms of this Agreement.



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 employ
Executive during the Agreement Term (as hereinafter defined) as Chief Executive Officer and
Executive hereby accepts such employment. Executive’s duties shall include, but not be
limited to, the performance of all duties associated with managing and/or overseeing the day
to day functions of CME-wide operations (but not including Government Relations, Corporate
Marketing and Communications, which shall be the direct responsibility of Employer’s Executive
Chairman and President) and such other duties as are the responsibility of Employer’s chief
executive officer pursuant to applicable law or regulation. Executive shall report to
Employer’s Executive Chairman and President, with approval of Executive’s annual goals,
performance review and retention or termination by Employer’s Board of Directors (the
“Board”). Executive will provide such business and professional services in the performance
of his duties that are consistent with Executive’s position, and as shall reasonably be
assigned to him by the Executive Chairman and President or the Board. Executive shall devote
his full time, ability and attention to the business of Employer during the Agreement Term.
During the Agreement Term, Executive shall comply with the Company’s share ownership
guidelines as in effect from time to time. To the extent provided in Employer’s by-laws,
Executive will be nominated as a member of the Board during the Agreement Term.






Nothing in the Agreement shall preclude Executive from participating in the affairs of any
governmental, educational or other charitable institution and serving as a member of the
board of directors of a corporation, except for a competitor of Employer, provided Executive
notifies the Governance Committee of the Board prior to his participating in any such
activities and as long as the Governance Committee does not determine that any such
activities interfere with or diminish Executive’s obligations under the Agreement.
Executive shall be entitled to retain all fees 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. Executive shall be employed hereunder for a term which expires on
December 31, 2016 (“Agreement Term”). The Agreement Term shall be subject to early
termination as set forth herein.






	3.	 	Compensation.






	 	(a)	 	Annual Base Salary. During the Agreement Term, Employer shall pay to
Executive a base salary at a rate not less than $1,000,000 per year (“Base Salary”),
payable in accordance with the Employer’s normal payment schedule.






	 	(b)	 	Bonuses. Executive shall be eligible to participate in the Employer’s
Annual Incentive Plan (the “AIP”) as in existence or as amended from time to time in
accordance with its terms as applicable to Executive.






	 	(c)	 	Equity Compensation. Executive shall be eligible to participate in
the CME Group Inc. Amended and Restated Omnibus Stock Plan (“Plan”) as in existence or
as amended from time to time, in accordance with the terms of the Plan for Employer’s
most senior executives.






	4.	 	Change of Control Provisions. In the event of a “Change of Control” (as defined in
the Plan) that occurs prior to Executive’s termination of employment with the Employer, all
options and time-vesting restricted shares previously granted to Executive, whether during the
Agreement Term or otherwise, will have vesting accelerated so as to become 100% vested;
provided, however that any awards granted following the Effective Date the vesting of which is
contingent upon the attainment of performance goals shall have the continued employment
requirement applicable to such award waived and shall become vested or shall be forfeited
solely based on the actual performance measured over the full performance term (unless a more
favorable treatment is provided in the agreement evidencing the particular award or applies to
the award pursuant to the operation of the applicable plan under which the award was granted,
in which case such more favorable treatment will apply). Thereafter, the options will
continue to be subject to the terms, definitions and provisions of the Plan and any related
option agreement. If Executive is involuntarily terminated without Cause within sixty (60)
days prior to a Change of Control, all unvested options and time-vesting restricted shares
which would have been outstanding had Executive been employed on the date of Change of Control
become 100% vested; provided, however that any awards granted following the Effective Date the
vesting of which is contingent upon the attainment of performance goals shall have the
continued employment requirement applicable to such award waived and shall become vested or
shall be forfeited solely based on actual performance measured over the full performance term
(unless a more favorable treatment is provided in the agreement evidencing the particular
award or applies to the award pursuant to the operation of the applicable plan under which the
award was granted, in which case such more favorable treatment will apply). Employer shall
cause the Plan and all future grants thereunder to permit Executive to transfer awards granted
thereunder for estate and tax planning purposes to members of Executive’s immediate family or
to one or more trusts for the benefit of such family members, partnerships in which such
family members are the only partners, or corporations in which such family members are the
only stockholders.






	5.	 	Benefits. Executive shall be entitled to insurance, vacation and other employee
benefits commensurate with his position in accordance with Employer’s policies for executives
in effect from time to time. Executive acknowledges receipt of a summary of Employer’s
employee benefits policies in effect as of the date of this Agreement.






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






	7.	 	Termination. Executive’s employment as Chief Executive Officer, shall terminate upon
the occurrence of any of the following events. Upon any termination of Executive’s employment
for any reason, Executive agrees to resign and shall be deemed to have resigned as a member of
the Board, if he then is a member of the Board.






	 	(a)	 	Death. Upon the death of Executive, this Agreement shall automatically
terminate and all rights of Executive and his heirs, executors and administrators to
compensation and other benefits under this Agreement shall cease, except that (i)
compensation which shall have accrued to the date of death, including accrued Base
Salary, and other employee benefits to which Executive is entitled upon his death,
shall be paid or provided in accordance with the terms of the plans and programs of
CME, (ii) all stock option, SAR, time-vesting restricted stock and time vesting
restricted stock unit awards granted after August 5, 2009, will become fully vested
(and in the case of option and SAR awards shall remain exercisable for 48 months
following termination (but not beyond the maximum term of the award)) and (iii) all
equity or equity-based awards the vesting of which is contingent upon the attainment of
performance goals shall have the continued employment requirement applicable to such
award waived and shall become vested or shall be forfeited solely based on actual
performance measured over the full performance term.






	 	(b)	 	Disability. Employer may, at its option, terminate this Agreement upon
written notice to Executive if Executive, 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 that (i) compensation which shall have accrued to the date of disability,
including accrued Base Salary, and other employee benefits to which Executive is
entitled upon his disability, shall be paid or provided in accordance with the terms of
the plans and programs of CME, (ii) all stock option, SAR, time-vesting restricted
stock and time-vesting restricted stock unit awards granted after August 5, 2009 will
become fully vested (and in the case of option and SAR awards shall remain exercisable
for 48 months following termination (but not beyond the maximum term of the award)),
(iii) all equity or equity-based awards the vesting of which is contingent upon the
attainment of performance goals shall have the continued employment requirement
applicable to such award waived and shall become vested or shall be forfeited solely
based on actual performance measured over the full performance term; and (iv) Executive
shall be entitled to the medical benefits described in Section 7(f). In the event of
any dispute regarding the existence of Executive’s disability hereunder, the matter
shall be resolved by a majority of the independent directors on the Board.






	 	(c)	 	Cause. Employer may, at its option, terminate Executive’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 refusal by Executive to perform his duties and
responsibilities under this Agreement, as determined after investigation by the
Board. Executive, after having been given written notice by Employer, shall
have seven (7) days to cure such refusal;






	 	(2)	 	any intentional act of fraud, embezzlement, theft or
misappropriation of Employer’s funds by Executive, as determined after
investigation by the Board, or Executive’s admission or conviction of a felony
or of any crime involving moral turpitude, fraud, embezzlement, theft or
misrepresentation;






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






	 	(4)	 	any breach by Executive of any one or more of the covenants
contained in Section 8, 9 or 10 hereof;






	 	(5)	 	any violation of any rule, regulation or guideline imposed by
CME or a regulatory or self regulatory body having jurisdiction over Employer,
as determined after investigation by the Board.






The exercise of the right of CME to terminate this Agreement pursuant to this
Section 7(c) shall not abrogate any other rights or remedies of CME in respect of
the breach giving rise to such termination.




If Employer terminates Executive’s employment for Cause, Executive shall be entitled
to accrued Base Salary through the date of the termination of his employment, other
employee benefits to which Executive is entitled upon his termination of employment
with Employer, in accordance with the terms of the plans and programs of CME. Upon
termination for Cause, Executive will forfeit any unvested or unearned compensation
and long-term incentives, unless otherwise specified in the terms of the plans and
programs of CME.




	 	(d)	 	Termination Without Cause. Upon 30 days prior written notice to
Executive, the Board of Directors, by vote of a majority of the independent directors
may terminate this Agreement for any reason other than a reason set forth in paragraphs
(a), (b) or (c) of this Section 7. If, during the Agreement Term, the employment of
Executive hereunder is terminated by Employer for any reason other than a reason set
forth in subsections (a), (b) or (c) of this Section 7:






	 	(1)	 	Executive shall be entitled to receive accrued Base Salary
through the date of the termination of his employment, and other employee
benefits to which Executive is entitled upon his termination of employment with
Employer, in accordance with the terms of the plans and programs of Employer;






	 	(2)	 	subject to Executive’s execution and delivery prior to the
Release Deadline (as defined below) of a general release in a form and of a
substance satisfactory to Employer, Executive shall be entitled to receive a
one time lump sum severance payment equal to the greater of (i) one times
Executive’s annual Base Salary and (ii) the remaining Base Salary payable to
Executive during the Agreement Term, but in no event more than two times
Executive’s annual Base Salary, which shall be paid within 14 days of the later
of the delivery of such general release to Employer or the date on which such
general release becomes irrevocable. For purposes hereof, the “Release
Deadline” means the deadline prescribed by Employer for the execution of the
general release described in this paragraph (d)(2) of Section 7, which deadline
shall in no event be later than 60 days following the date Executive’s
employment terminates;






	 	(3)	 	subject to Executive’s execution and delivery prior to the
Release Deadline (as defined below) of a general release in a form and of a
substance satisfactory to Employer, all equity or equity-based awards granted
after August 5, 2009 shall be treated in the manner described in clauses(ii)
and (iii) of the second sentence of Section 7(b); and






	 	(4)	 	Executive shall be entitled to the medical benefits described
in Section 7(f).






	 	(e)	 	Voluntary Termination.






	 	(1)	 	Upon 90 days prior written notice to CME (or such shorter
period as may be permitted by CME), Executive may voluntarily terminate his
employment with CME prior to the end of the Agreement Term for any reason. If
Executive voluntarily terminates his employment pursuant to this subsection
(e), he shall be entitled to receive accrued Base Salary through the date of
the termination of his employment and other employee benefits to which
Executive is entitled upon his termination of employment with CME, in
accordance with the terms of the plans and programs of CME.






	 	(2)	 	In addition, if Executive voluntarily terminates his employment
during the Agreement Term within the 30 day period immediately following a
material diminution of Executive’s title, duties, power or authority without
Executive’s written consent, then such termination of employment will be
treated as a termination of employment without Cause under Section 7(d) hereof.






	 	(f)	 	Upon a termination of Executive’s employment described in Section 7(b), 7(d),
7(e) or 7(h), Executive shall be entitled to elect to continue coverage for himself and
his eligible dependents, for up to 48 months following employment termination, under
the medical and dental plans of Employer in which Executive was participating
immediately prior to such employment termination. Executive’s monthly cost for such
coverage shall be (i) the applicable COBRA premium for such coverage (which cost shall
be applicable during the eighteen (18) month period following termination) and (ii) the
monthly premium cost paid by Employer for Executive’s coverage (which cost shall be
applicable following expiration of the 18 month COBRA period). Upon or prior to the
commencement of each 12 month period during the 48 month continuation period, Executive
shall inform Employer whether Executive elects to continue coverage in accordance with
this Section 7(f) for such 12 month period. In the event that Executive elects to
continue such coverage, Employer shall pay to Executive an amount, in a lump sum within
30 days following the commencement of such 12 month period, equal to 150% of
Executive’s total potential monthly cost for such coverage for such 12 month period
(based upon the rates in effect at the time of such election). No payment will be made
if (and to the extent) Executive does not elect to continue coverage. Notwithstanding
the foregoing timing requirements, with respect to the initial 12 month period, payment
of the lump sum amounts payable under this Section 7(f) up to the maximum amount
allowed for de minimis payments under IRS Code Section 409A (“Section 409A”) shall be
paid within fourteen (14) days of termination of Executive’s employment. The remainder
of the lump sum amounts with respect to the first 12 month period, if any, shall be
paid six (6) months after the date Executive terminates employment. Notwithstanding
anything in this Section 7(f) to the contrary, Executive’s continued coverage under
such plans shall end upon the date, if any, when Executive obtains comparable coverage
(as compared to the coverage provided under the applicable plans of Employer) from a
subsequent employer of Executive or Executive’s spouse.






	 	(g)	 	All awards of options and shares granted prior to August 5, 2009 shall be
governed by the terms and conditions of such awards at the time of grant.(h)
Notwithstanding any other provision of this Agreement, if Executive is employed by
Employer on December 31, 2016 then, subject to Executive’s execution and delivery prior
to December 31, 2016 of a general release in a form and of a substance satisfactory to
Employer, all then-outstanding equity or equity-based awards granted after August 5,
2009 shall be treated in the manner described in clauses (ii) and (iii) of the second
sentence of Section 7(b) (as applicable) except to the extent that the application of
such treatment would result in the imposition of tax on an Executive pursuant to IRS
Code Section 409A (in which case such treatment will occur upon the earliest date which
will not result in the imposition of such tax). Executive acknowledges that the
application of this Section 7(h) may result in the imposition of taxes on Executive
with respect to equity or equity-based awards at the time of vesting and agrees to pay
to Employer any withholding amounts with respect to such awards at the time determined
by the Employer. In addition, if Executive is employed by Employer on December 31,
2016 and his employment terminates on or after December 31, 2016 other than for any
reason set forth in the definition of Cause under Section 7(c) hereof, Executive shall
be entitled following such termination to the medical benefits described in Section
7(f).






	8.	 	Confidential Information and Non-Compete. Executive acknowledges that the successful
development of CME’s services and products, including CME’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 CME valuable and proprietary
information (“Confidential Information”) which gives CME 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 CME 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 Executive
prior to his employment with CME if such pre-existing information is generally known in the
industry and is not proprietary to CME.






	 	(a)	 	Executive 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
CME, 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 Executive is required to disclose Confidential Information to any
regulatory agency or as otherwise required by law; provided, however, that Executive
will promptly notify Employer if Executive 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. Executive shall not disclose any Confidential Information while
any such objection is pending.






	 	(b)	 	Executive agrees that during the Agreement Term and for a period of one (1)
year following the termination of Executive’s employment with CME for any reason,
Executive shall not (i) be employed in an executive or managerial capacity by, or (ii)
provide, whether as an employee, partner, independent contractor, consultant or
otherwise, any services of an executive or managerial nature, or any services similar
to those provided by Executive to CME or any subsidiary or affiliate company (any such
entity, a “CME Group entity”) during Executive’s employment with any CME Group entity,
to any Competing Business. For the purposes of this Agreement, “Competing Business”
shall mean any business that is engaged in the same business or businesses of any CME
Group entity (including any prospective business in which any CME Group entity is
planning to engage). Executive acknowledges and agrees that the restrictions contained
in this Section 8(b) are reasonable and necessary to protect CME’s legitimate interests
in its customer and employee relationships, goodwill and Confidential Information.






	 	(c)	 	Upon termination for any reason, Executive 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, at any time of enforcement of this Section 8, a court holds that the
restrictions stated herein are unreasonable, the parties hereto agree that a 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.	 	Non-solicitation.






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






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






	 	(c)	 	Reformation. If, at any time of enforcement of this Section 9, 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.






10. Intellectual Property. During the Agreement Term, Executive shall disclose to
CME and treat as confidential information all ideas, methodologies, product and technology
applications that he develops during the course of his employment with CME that relates
directly or indirectly to CME’s business. Executive hereby assigns to CME 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
Executive or developed or acquired by him during his employment with CME, which may pertain
directly or indirectly to the business of the CME. Executive shall at any time during or
after the Agreement Term, upon CME’s request, execute, acknowledge and deliver to CME all
instruments and do all other acts which arenecessary or desirable to enable CME 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 Executive’s employment with CME.




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






	12.	 	Survival. Sections 7(h), 8, 9, 10, 11 and 13 of this Agreement (and, as applicable,
the provisions referenced herein) 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 8, 9 and 10, any dispute or controversy
between CME and Executive, 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 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 Executive seeks arbitration, Executive shall submit a filing fee to the AAA
in an amount equal to the lesser of the 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 Executive 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 CME and Executive.






	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 CME, to:




Terrence Duffy


Executive Chairman and President


CME Group Inc.


20 South Wacker Drive


Chicago, IL 60606


(312) 930-3100




With a copy to:




Kathleen M. Cronin


Managing Director, General Counsel and Corporate Secretary


CME Group Inc.


20 South Wacker Drive


Chicago, IL 60606


(312) 930-3488




If to Executive, to:




	15.	 	Severability. Whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in any respect
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 Amended and Restated Agreement, effective as of August 5, 2009, as amended as
of April 6, 2011, and the Agreement effective as of April 18, 2012 (the “Predecessor
Agreements”). 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. Executive acknowledges that each of the parties has
participated in the preparation of this Agreement and for purposes of principles of law
governing the construction of the terms of this Agreement, no party shall be deemed to be the
drafter of the same.






	17.	 	Successors and Assigns. This Agreement shall be enforceable by Executive and his
heirs, executors, administrators and legal representatives, and by CME 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. Executive acknowledges that he has read, understood, and accepts the
provisions of this Agreement.






	20.	 	IRS Code Section 409A. The intent of the parties is that payments and benefits under
this Agreement comply with Section 409A, to the extent subject thereto, and accordingly, to
the maximum extent permitted, this Agreement shall be interpreted and administered to be in
compliance therewith. Notwithstanding anything contained herein to the contrary, Executive
shall not be considered to have terminated employment with Employer for purposes of any
payments under this Agreement which are subject to Section 409A until Executive would be
considered to have incurred a “separation from service” from Employer within the meaning of
Section 409A. Each amount to be paid or benefit to be provided under this Agreement shall be
construed as a separate identified payment for purposes of Section 409A, and any payments
described in this Agreement that are due within the “short term deferral period” as defined in
Section 409A shall not be treated as deferred compensation unless applicable law requires
otherwise. Without limiting the foregoing and notwithstanding anything contained herein to
the contrary, to the extent required in order to avoid accelerated taxation and/or tax
penalties under Section 409A, amounts that would otherwise be payable and benefits that would
otherwise be provided pursuant to this Agreement during the six-month period immediately
following Executive’s separation from service shall instead be paid on the first business day
after the date that is six months following Executive’s separation from service (or, if
earlier, Executive’s death). To the extent required to avoid accelerated taxation and/or tax
penalties under Section 409A, amounts reimbursable to Executive under this Agreement shall be
paid to Executive on or before the last day of the year following the year in which the
expense was incurred and the amount of expenses eligible for reimbursement (and in-kind
benefits provided to Executive) during any one year may not effect amounts reimbursable or
provided in any subsequent year.





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



	 	 	 
	CME Group Inc.

By: /s/ J. Dennis Hastert

	 	Phupinder Gill

/s/ Phupinder Gill






Chairman, Compensation Committee