EX-10.1






Exhibit 10.1

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 Terrence A. Duffy (“Executive”).



R E C I T A L S:




WHEREAS, Employer wishes to continue to retain the services of Executive in the capacity of
Executive Chairman of the Employer’s Board of Directors (the “Board”) and President, 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 Executive Chairman and
President and Executive hereby accepts such employment. Executive shall perform such duties
as have been associated with the office of Executive Chairman since the Executive assumed the
duties of Executive Chairman in 2006 and such other duties commensurate with such position as
Executive and the Board may mutually agree. In addition, Executive shall directly manage and
oversee the Government Relations, Corporate Marketing and Communications functions of Employer
and other such functions as the Board may approve from time to time. During the Agreement
Term, Employer’s Chief Executive Officer shall report to Executive, with responsibility for
the approval of the Chief Executive Officer’s annual goals, performance review and retention
or termination by 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.
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, 2017 (“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 $1,250,000 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. In addition, Employer
shall provide Executive with life insurance and long-term disability coverage consistent with
the programs in place for other executives of Employer (which is currently equal to two-thirds
of Executive’s Base Salary upon Executive’s disability (up until age 65) and three times
Executive’s Base Salary in the form of life insurance provided or underwritten by Employer).
In the event that the provision of life insurance coverage results in taxable income to
Executive’s beneficiaries upon his death, Employer shall pay an additional amount sufficient
to put Executive’s beneficiaries in the same after-tax position as if the life insurance
benefits had been provided under an insured life insurance plan.






	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 Executive Chairman and President, 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.






	 	(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 November 4, 2010 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 November 4, 2010 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 November 4, 2010 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. For the
avoidance of doubt, if Executive is nominated for service on the Board in
accordance with Employer’s by-laws, but is not elected to the Board by
Employer’s shareholders and Executive’s management title, duties, power and
authority are not otherwise materially diminished, Executive shall not be
entitled to terminate his employment under this Section 7(e)(2).






	 	(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 following a termination described in Section 7(b) or 7(d),
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, (i) 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 November 4, 2010 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, 2017 then, subject to Executive’s execution and delivery
prior to December 31, 2017 of a general release in a form and of a substance
satisfactory to Employer, all then-outstanding equity or equity-based awards granted
after November 4, 2010 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, 2017 and his employment terminates on or after December 31, 2017 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 are necessary 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:




Board of Directors


c/o Chairman of the Governance Committee


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 Agreement, signed as of November 9, 2010 and effective as of November 4, 2010,
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

	 	Terrence A. Duffy

/s/ Terrence A. Duffy






Chairman, Compensation Committee