Consulting Agreement



 Exhibit 10.28 
  

							
		 		  	

	  	
		 		  	20 South Wacker Drive	  	312/930.2000 tel
	 Terrence A. Duffy
	 		  	Chicago, IL 60606-7499	  	312/930.2040 fax
	 Chairman of the Board
	 		  	www.cme.com	  	tduffy@cme.com

 November 14, 2005 
 Mr. Leo Melamed 
 Melamed & Associates 
 10 South Wacker Drive, Suite 3275 
 Chicago, IL 60606 
 Dear Mr. Melamed: 
 This letter will confirm the terms of your agreement (the “Agreement”) with the undersigned
Chicago Mercantile Exchange Holdings Inc. (“CME”), with respect to your performance of consulting services for CME and its subsidiaries and affiliates (collectively with CME, the “CME Entities”) commencing on the date you sign
this Agreement. This Agreement is separate from that certain consulting agreement between you and CME dated January 31, 2005 (the “Existing Consulting Agreement”) and the terms and conditions set forth herein do not have any effect on
the Existing Consulting Agreement. 
 1. Term. The term of this Agreement shall be effective as of January 1, 2005 and shall end
upon your retirement from the Board of Directors of CME (the “Term”). This agreement shall terminate upon your death or “permanent disability.” For purposes of this Agreement, “permanent disability” shall mean any
mental or physical disability or illness which results in your being unable to substantially perform your duties for a continuous period of 150 days or for periods aggregating 180 days of any 365 day period. 
 2. Scope of Consulting Services. During the term of this Agreement, you will render consulting services to CME and CME Entities upon request with
respect to the financial services industry and related matters and other matters in which you have expertise. In providing such services, you shall comply with all applicable laws, statutes, regulations, orders, codes and other acts of any
applicable governmental authority and the policies, standards and regulations of CME and the CME Entities. You will personally perform all of the consulting services required under this Agreement. Any request for consulting services under this
Agreement will be made by the Board of Directors or the Chief Executive Officer of CME. The Board of Directors or the Chief Executive Officer insofar as reasonably practicable, shall consider your convenience in the timing of his requests, and your
failure or inability, by 












			
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reason of temporary illness or other cause beyond your control or because of your absence for reasonable periods, to respond to such requests during any such
temporary period shall not be deemed to constitute a default on your part in the performance of your consulting services under this Agreement. 
 3. Consulting Fee. In consideration for your consulting services and the non-compete provisions of this Agreement, CME shall pay to you $300,000 per annum during the Term effective, payable in four equal installments of $75,000 and a
pro-rata amount for periods less than a full three month period. The aggregate installments for 2005 shall be paid as soon as practicable following your acceptance of this Agreement, and all subsequent installments, beginning in January 2006, shall
be due and payable on or about the first day of each subsequent three month period during the term of this Agreement. This consulting fee is in lieu of the stipend you currently receive in your capacity as Senior Policy Advisor. Subsequent to the
effective date of this Agreement, you shall receive the standard compensation and benefit package awarded to CME non-executive directors, except as specifically provided in paragraph 4, hereof. 
 4. Expense Reimbursement /Other Benefits. CME shall reimburse you for, or advance to you, all reasonable and necessary out-of-pocket travel and
other expenses incurred by you at the specific request of a CME Entity and otherwise consistent with CME expense reimbursement policies from time to time in effect in connection with your performance of consulting services hereunder. Additionally,
during the Term, CME shall reimburse you up to $150,000 annually for non-travel expenses related to your duties as a consultant, including office and secretarial expenses. Such expenses shall be reimbursed or advanced promptly after your submission
to CME of expense statements, including copies of receipts and other documents verifying the amounts included therein, in such reasonable detail as CME may require. 
 5. Nature of the Consulting Relationship. You will perform the consulting services required under this Agreement as an independent contractor to, and not as an agent or employee of, CME or any other CME Entity.
Except as and to the extent that CME or another CME Entity, as the case may be, may otherwise prescribe in writing, you shall not have any authority to negotiate or to conclude any contracts on behalf of, or otherwise bind, CME or any other CME
Entity. You shall be solely responsible for and shall pay all amounts of applicable federal and state income and self employment taxes. You shall not be eligible to participate in any employee benefit, group insurance or compensation plans or
programs maintained by any CME Entity, except for those plans or programs available to other non-executive directors that you may participate in as a director. Neither CME nor any other CME Entity shall provide Social Security, unemployment
compensation, disability insurance, workers’ compensation or similar coverage, or any other statutory employment benefit, to you. 











			
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 6. Assisting Competitors. During the term of this Agreement and for a period of one year
thereafter, you will not, without the prior written consent of CME (a) render any services whether or not for compensation, to other individuals, firms, corporations or entities in connection with any matter that involves material interests
adverse to any CME Entity, (b) directly or indirectly compete with any CME Entity anywhere in the world or (c) engage in any business or activity that you reasonably believe to be materially detrimental to the business or interests of any
CME Entity. 
 7. Indemnification. CME agrees to indemnify you if you are a party or are threatened to be made a party to any
threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that you are providing consulting services under this Agreement. The indemnification shall be from and
against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by you or on your behalf in connection with such action, suit or proceeding and any appeal therefrom, but shall only
be provided if you acted in good faith and in a manner you reasonably believed to be in or not opposed to the best interests of CME, and, with respect to any criminal action, suit or proceeding, had no reasonable cause to believe your conduct was
unlawful. 
 8. Non-Waiver. The failure by either party to exercise any of its or his rights in the event of a breach of this Agreement
by the other party shall not be construed as a waiver of such breach or any subsequent breach, or prevent either party from later enforcing strict compliance with this Agreement as to such breach or any subsequent breach. 
 9. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be void or unenforceable for any reason, such
provision shall be modified or deleted in such manner so as to make this Agreement, as modified, legal and enforceable, and the remaining provisions hereof shall continue in full force and effect. 
 10. Notices. All notices and other required communications under this Agreement (“Notices”) shall be in writing, and shall be sent to a
party at the address set forth below such party’s signature block below. A party may change its address by sending Notice to the other party of the new address. Notices shall be given: (a) by personal delivery to the other party;
(b) by facsimile, with a confirmation sent by registered or certified mail, return receipt requested; (c) by registered or certified mail, return receipt requested; or (d) by express courier (e.g. DHL, Federal Express, etc.). Notices
shall be effective and shall be deemed delivered: (i) if by personal delivery, on the date of the personal delivery; (ii) if by facsimile, on the date stated in the electronic confirmation, delivered during normal business hours (8:00 a.m.
to 5:00 p.m. at recipient’s location), and, if not delivered during normal business hours, on the next business day following delivery; (iii) if solely by mail, on the date of receipt as stated on the return receipt; or (iv) if by
express courier, on the date signed for or rejected as reflected in the courier’s delivery log. 











			
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 11. Miscellaneous. This Agreement is personal to you, and you shall not assign this Agreement
without CME’s prior written consent. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois. This Agreement contains the entire understanding between CME and yourself with respect to the subject
matter hereof and supercedes and voids all prior negotiations, discussions, and agreements, whether written or oral. This Agreement may not be amended, modified or extended other than by a written agreement executed by the parties hereto.

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 Please confirm that the foregoing Agreement correctly sets forth the agreement between CME and
yourself by signing and returning to CME one of the enclosed copies of this letter. 
  

					
		 		 	 Very truly yours,
  
 CHICAGO MERCANTILE EXCHANGE HOLDINGS INC.

			
	 	 		 	


		 		 	 Chairman Of The Board
 Address for Notice Purposes:

	 Agreed and Accepted as of
 November         , 2005
  
 


	 		 	 Chicago Mercantile Exchange Holdings Inc.
 20 South Wacker Drive
 Chicago, IL 60606
 Attention: General Counsel

	 Leo Melamed
	 		 
			
	 Address for Notice Purposes:
  
 Melamed & Associates
 10 South Wacker Drive, Suite 3275
 Chicago, IL 60606