CME Group - Code of Conduct

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Code of Conduct

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Letter to Employees

Putting the Code of Conduct to Work

Responsibility to Our Organization

Responsibility to Our People

Competing With Integrity

Implementation of the Code

September 2005

CME is the largest U.S. futures exchange and a leader in the global derivatives industry. As a leader in a highly regulated industry, we must all conduct ourselves in a manner that commands the respect of the industry, our customers and the public. CME's good name and reputation are the result of the dedication and hard work of its employees. Together, we are responsible for preserving and enhancing this reputation, a task that is fundamental to CME's continued success. To do so, we must comply with the spirit and the letter of the many laws and regulations that apply to our business. We also strive to abide by the highest principles of ethics, honor and respect for others. Our commitment to being a premier global marketplace for financial instruments and to serving our customers requires that much.

This booklet contains our Code of Conduct (Code) which has been approved by the governance committee of our Board of Directors. The purpose of the Code is to reinforce and enhance CME's commitment to doing business lawfully and ethically. The contents of the Code are not new, however. These policies are part of our long-standing tradition of high ethical standards.

All employees are expected to comply with the policies set forth in this Code. Please read the Code carefully and make sure you understand it and the consequences of non-compliance. If you have any questions, speak with your supervisor, the Compliance Officer, Kathleen Cronin, or any of the other resources identified in this booklet. In addition, our doors and the doors of all CME management are always open to you. Remember, you are responsible for following the standards described in the Code and for raising concerns about violations of the Code - ideally, before those risks become actual problems. Finally, CME has a toll-free Confidential Ethics Line (877-338-4545), administered by a third-party, that you may call to report suspected misconduct, either anonymously or by identifying yourself, or to direct questions concerning our compliance and ethics program. You may also visit www.ethicspoint.com to make a report or receive guidance regarding the Code via the Internet.

Only if we follow the principles set forth in this Code can we maintain the trust placed in us by customers, shareholders, regulators and the public. And it is only through maintaining this trust that we can grow our business and thrive. Thank you for doing your part to ensure that CME continues to realize its potential in both the work that we do and the way that we do it.

Sincerely,


Craig S. Donohue	Phupinder Gill
Chief Executive Officer	President and Chief Operating Officer

Putting the Code of Conduct to Work

We at CME are committed to the highest standards of conduct in our relationships with each other and with our customers, shareholders, regulators and the public. This means conducting our business in accordance with all applicable laws and regulations, and it also means being committed to follow the spirit (and not just the letter) of the law. Our Code of Conduct helps each of us in this endeavor by providing a statement of the fundamental principles and key policies and procedures that govern the conduct of our business. The Code applies to all CME personnel. We also require the same high standards of ethics from our vendors and consultants.

The Code is a statement of policies for individual and business conduct and does not, in any way, constitute an employment contract or an assurance of continued employment. Your employment with CME is "at will," which means that you or CME may terminate your employment at any time, with or without notice, for any legal reason or for no reason. This Code is a statement of the fundamental principles and key policies and procedures that govern the conduct of CME's business. It is not intended to and does not create any rights in any employee, customer, vendor, consultant, competitor, shareholder, or any other person or entity.

Meeting Our Shared Obligations

Each of us is responsible for knowing and understanding the policies and guidelines contained in the following pages, for reviewing and reaffirming these principles annually and for participating in required training programs. But that is merely the first step.

We also have an obligation to comply with the letter and spirit of the Code and all other CME policies, report violations of the Code and other improper conduct, and know when to ask for guidance when we encounter ethical questions and dilemmas. Our actions should reflect CME's values, demonstrate ethical leadership and promote a work environment that upholds CME's reputation for integrity, ethical conduct and trust.

The Code cannot and does not cover every applicable law, and there undoubtedly will be situations where questions arise, either about the Code, its interpretation or about the law. To assist you in making the right decision, consider the following:

Are my actions legal?
Am I being fair and honest?
Would failing to act make the situation worse or allow a "wrong" to continue?
How would my actions look if they were reported on the front page of a newspaper?

We have many resources available to guide your decisions. Additional information is accessible on OpenExchange and you may contact any member of the Compliance and Ethics Team.

If you have questions, ask a Compliance and Ethics Team member; if you have ethical concerns, raise them to the Compliance and Ethics Team. A list of current Compliance and Ethics Team members is available on OpenExchange. You may also seek additional guidance through our Confidential Ethics Line.

Confidential Ethics Line and Web Reporting Service

We have implemented a Confidential Ethics Reporting Line to provide employees with another way to address compliance and ethical issues when they may not feel comfortable discussing the issue directly with their manager or another CME employee.

The Confidential Ethics Line is available 24 hours a day, 7 days a week, 365 days a year. To reach the Ethics line, call toll-free 877-338-4545. You may visit www.ethicspoint.com to make a confidential report or to receive guidance about the policies with the code. These reports may also be made anonymously.

The Confidential Ethics Line is operated by specially trained third-party representatives. Calls are not traced or recorded, and callers can choose to remain anonymous if they wish. Ethics Line representatives will listen to your concerns, ask questions, and review the information provided. They will then forward your matter to CME's Compliance and Ethics Team and the Audit Committee, if warranted under the circumstances, which will take appropriate action. The caller may also arrange to receive information about CME's response to the report. The same process is followed for reports made using the Internet.

Retaliation

Retaliation against any employee who seeks advice, raises a concern or reports misconduct is strictly prohibited. If an individual retaliates against an employee who has truthfully and in good faith reported a violation, CME will take appropriate action - even if it later turns out that the employee was mistaken in reporting the matter originally. Appropriate action will also be taken against any individual who has intentionally made a false report. If you suspect that you, or another employee, have been retaliated against for raising a concern, you should contact the Compliance Officer, a member of the Compliance and Ethics Team or the Confidential Ethics Line immediately.

Responsibility to Our Organization

CME employees are expected to dedicate their best efforts to CME business and to avoid any conflicts with the interests of CME. CME has great trust and confidence in the conduct of its employees, and you should at all times act in a manner to preserve that trust and confidence.

Conflicts of Interest

In order to maintain the highest degree of integrity in the conduct of CME's business and to maintain your independent judgment, you must avoid any activity or personal interest that creates or appears to create a conflict between your interests and the interests of CME. A conflict of interest arises when your loyalties or interests are divided between CME's best interests and your personal interests or those of another. You should never act in a manner that could cause you to lose your independence and objectivity or that could adversely affect the confidence of our shareholders, customers, regulators and the public in the integrity of CME or its procedures. You are specifically prohibited from:

Engaging in any personal business transaction that accrues from or is based upon your position or authority with CME or confidential or other information that you gained by reason of your position or authority with CME.
Acting in any CME matter with anyone with whom you have a personal, business or financial relationship or interest without the prior approval of your Managing Director. This includes, but is not limited to, anyone who is a current or prospective customer, vendor or consultant.
Purchasing or owning a membership on any exchange without disclosing such membership to the Compliance and Ethics Team, who will determine if such membership creates a conflict of interest.

In addition to the above, what follows are some examples of actual or apparent conflicts of interest that should be avoided.

Financial Interests in Other Businesses

CME employees and their immediate family members (spouse, parent, child, sibling, or in-laws) may not have a significant ownership interest or other financial relationship in or with any other company if that interest compromises or appears to compromise the employee's loyalty to CME. For example, if you or your spouse owns a significant stake in a company that competes with or does business with CME, your loyalties could be divided. However, it is not typically a conflict to make relatively small investments in customers, vendors or competitors that are listed on a national or international securities exchange. (for example, owning less than two percent of a company's outstanding shares) Without prior approval from the Compliance and Ethics Team, you may not participate in a joint venture, partnership or other business arrangement with CME. If a customer, vendor, competitor or other potential or actual business partner of CME makes available to you an opportunity to invest in its business, you should inform your supervisor. Such an opportunity, made available to you as a result or consequence of your employment, belongs to CME and not to you individually.

Conflict of Interest Example

Bob, an employee responsible for selecting the CME's travel agency, owns 15% stock in Take Me Away Travel Agency. Bob and his staff are accepting new bids from the current travel agency and two other agencies, including Take Me Away Travel. It is Bob's responsibility to immediately disclose his stock ownership and his decision-making authority to his Managing Director. Bob will most likely be taken out of the decision-making role. Another manager, who is personally and financially independent of the travel agencies bidding, will make the final decision. Whether or not this agency is selected, Bob will have violated CME's policy if he fails to disclose this relationship. Responsibility to Our Organization

Outside Employment That Conflicts with CME

You are expected to focus your energy and attention on your responsibilities at CME. Accordingly, you may not work for another exchange, a competitor of CME, a customer or vendor without prior approval from the Compliance and Ethics Team. This includes acting as a director or consultant for any of the above entities, even if only on your own time.

Someone Close to You Working in the Industry

You must also be sensitive to issues of security, confidentiality and conflicts of interest if your spouse or another member of your immediate family, or someone else you are close to, is employed by a customer, vendor, competing exchange, mutual fund, investment advisor or a bank, insurance company or other company in a capacity related to the futures and options industry. Because such situations could create, or at least appear to create, a conflict of interest, you should review your specific situation with your supervisor or the Compliance Officer to assess the nature and extent of any concern and how it can be resolved. Frequently, any risk to CME's interests is sufficiently remote such that your supervisor or the Compliance Officer need only remind you to guard against inadvertently disclosing confidential information and not to be involved in decisions on behalf of CME that involve the other company.

Entertainment, Gifts and Gratuities

Employees interacting with any person who has business dealings with CME (including vendors, customers, competitors, regulators and consultants) must conduct such activities in the best interest of CME, using consistent and unbiased standards. Therefore, you may not accept any gifts, entertainment or gratuities that could influence, or be perceived to influence, your business decisions, or be in a position to derive any direct or indirect personal benefit or interest from a party having business dealings with CME or any party that could potentially have business dealings with CME.

Receipt of Gifts

You are prohibited from accepting directly or indirectly any gifts, compensation or other benefits valued at more than $100.00 annually (not per gift) from any customer, any vendor with whom the exchange is doing business or any prospective exchange vendor, without prior approval from your Managing Director. In addition, you must report ALL gifts on a Business Courtesy Exception Reporting and Approval Form. Please refer to the Guidelines for Reporting and Obtaining Approval for Receipt of Business Courtesies, and accompanying reporting form, which are available on OpenExchange.

May I Accept a Gift from a Vendor or Customer?

Yes without reporting: business related meals, logo mugs or t-shirts, etc.

Yes with reporting: sporting events and other events that you attend with the vendor, meals, gift baskets

Yes with reporting and pre-approval: tickets and invitations to events that you do not attend with the vendor, other permissible gifts with a value of $100 or more per vendor per year.

May not accept: cash, gift certificates, checks, gift cards.

For more guidance, you should refer to the gift reporting guidelines available on OpenExchange. Keep in mind, you may never:

Accept a gift that creates or appears to create an obligation to the donor or influences your relationship with the donor;
Solicit any gift from any customer, or vendor;
Accept a gift of cash or its equivalent (e.g., a gift card) or securities in any value from any customer or vendor;
Accept a gift from any person who is the subject of an investigative or disciplinary function in which you are involved; or
Accept a gift from an attorney or party to an arbitration or other dispute-resolution proceeding in which you are involved.

Giving Gifts

Employees may not furnish or offer to furnish any gifts, entertainment, meals, compensation or anything of value to any person who has business dealings with CME, including regulators, vendors, shareholders, customers and competitors, except when authorized by their Managing Director, and then only if the item is reasonable and proper under generally accepted business practices. This prohibition does not apply to CME logo or other promotional items of nominal value (t-shirts, pens, paper weights, etc).

Q. I frequently deal with current or prospective CME customers in areas of the world where the exchange of business gifts is normal and expected. How does our Code treat this situation?

A. Our Code recognizes that circumstances exist in which the exchange of business gifts may be expected. You must report such matters in advance to your supervisor/ manager and CME's Compliance Officer. You must comply with all applicable laws. If you receive a business gift, it is also your responsibility to report it to your supervisor/manager and the Compliance Officer in accordance with our business courtesy reporting policy and procedures.

Guarding CME Assets

You have a duty to safeguard CME's assets, including our physical premises and equipment, records, customer information and CME names and trademarks. CME assets should be used for CME business only. Without specific authorization, no employee may take, loan, sell, damage, or otherwise dispose of any CME property, or use CME property for non-CME purposes. You should also take measures to ensure against theft, damage and misuse of CME property.

You must obtain prior approval from a CME attorney before entering into any contract or legally binding agreement on behalf of CME. For further guidance on CME policy concerning contracts, please refer to the Contract Administration Policy and Procedures, a copy of which is available on OpenExchange.

CME Books and Records

Employees must ensure that all CME documents are completed accurately, truthfully, and in a timely manner and, when applicable, are properly authorized. Financial activities are to be recorded in compliance with all applicable laws and accounting practices. The making of false or misleading entries, records or documentation is strictly prohibited. You must never create a false or misleading report or make a payment or establish an account on behalf of CME with the understanding that any part of the payment or account is to be used for a purpose other than as described by the supporting documents. It is your responsibility to report any unrecorded funds or assets or false or artificial entries in the books and records of CME if you become aware of them. If you learn of or suspect accounting fraud, report it immediately.

Records Retention Policy

CME is firmly committed to compliance with all laws and regulations relating to the preservation of records. Under no circumstances are records to be destroyed selectively or to be maintained outside CME premises or designated storage facilities.

If the existence of a subpoena or an impending litigation or government investigation is known or reported to you, you should immediately contact the Legal Department. Likewise, the Legal Department will notify you of any litigation that may require you to preserve records for a longer period of time. You must retain all records that may be responsive to the subpoena or pertain to the investigation, regardless of any record destruction that may otherwise be permitted under the Record Retention Policy. Any questions regarding whether a record pertains to an investigation or litigation, or may be responsive to a subpoena, should be directed to the Legal Department before disposing of the record. If you have any questions about how long to retain a document, you should also contact the Legal Department. Finally, individual divisions and departments may have more detailed policies. For more information, please contact your manager.

In addition, various departments have created a business continuity plan that addresses retention of business critical documents. Therefore, you should also refer to the business continuity plan applicable to your department.

Confidential Information

In our business, we often receive or have access to confidential, sensitive and non-public information, both about CME and about others. All employees may learn, to a greater or lesser degree, facts about CME's business, plans, operations or "secrets of success" that are not known to the general public or to competitors. Some examples of confidential information include:

CME's strategic plans or advertising or marketing plans or strategies;
Technological information regarding CME systems;
Information provided by our customers regarding their financial position or business;
Information relating to regulatory investigations; and
Information about CME's operations, results, earnings projections, customers or customer relationships, proprietary products or employee records.

As a general rule, you should presume that any information you receive about CME or about CME's customers or others through your employment with CME is confidential and, therefore, should not be disclosed or made public. You have an obligation to safeguard confidential information, whether generated internally or acquired from others, and to use it only in the performance of your employment responsibilities.

In particular:

You may not personally profit from confidential information. You may not use confidential information to trade commodities or securities for your own (or related) accounts or to advise relatives, friends or other persons with respect to trading commodities or securities.
You may not disclose confidential information to anyone outside CME except as required by your employment responsibilities.
You may not bring to CME confidential information of any former employer or use such information to aid the business of CME without the prior written consent of your former employer.
You may not seek to obtain confidential information that may be in the possession of other persons or business units of CME that you do not need to know to do your job.
You may not share confidential information with other employees except on a strict need-to-know basis. Basic Practices to Protect Confidentiality The following practices should be followed to help prevent the misuse of confidential information:
Password protect electronic versions of documents on the system containing confidential information to limit access.
Make sure that all documents with confidential information are shredded.
Do not discuss confidential information in publicnot even in a public setting on CME's premises.
Do not discuss confidential information on cellular or wireless telephones. These are open airways that can be tapped, deliberately or inadvertently. In addition, you should take great care when discussing information on speaker phones.
Do not discuss confidential information on video conferences or in a satellite broadcast network unless you have confirmed that the transmission is electronically encoded or encrypted.
The Internet and other external electronic mail carriers are not secure environments for the transmission of confidential information. You should take steps to protect confidential electronic communications, such as password protecting emails and their attachments and by utilizing the various security options provided by Microsoft Outlook.
Do not discuss confidential information with friends and family. Even seemingly inadvertent releases of this information can expose CME, you and your family and friends to civil and criminal penalties. Keep in mind that your friends and family may not fully understand the consequences of disclosing or using confidential information.
Do not comment on the price or value of CME securities or encourage anyone to buy, sell or hold CME securities.
Be careful when you are working with written information containing confidential information in public settings, including on public transportation.
Do not leave documents containing confidential information where persons who do not have a need to know the contents of the documents may see them.
Do not give your computer IDs and passwords to any other person.

Non-disclosure agreements are commonly used when CME needs to share confidential information with vendors, consultants, joint venture participants, or others. A non-disclosure agreement puts the person receiving confidential information on notice that he or she must maintain the secrecy of such information, or face legal consequences. If, in doing business with persons not employed by CME, you foresee that you may need to disclose confidential information, you should contact Erika Matthews in the Legal Department to discuss the utility of entering into a non-disclosure agreement.

Our obligation to treat information as confidential does not end when we leave CME. You must return to CME all documents and other materials containing confidential information upon termination of your employment.You must not disclose confidential information to a new employer or to others even after ceasing to be a CME employee.

Insider Trading

Employees are prohibited from buying or selling securities while they have access to material, non-public information about the issuer of that security, whether the issuer is CME or another company. This conduct is known as "insider trading." Passing such information on to someone who may buy or sell securities is known as "tipping" and is also prohibited.

Information is "material" if (a) there is a substantial likelihood that, considering all the surrounding facts and circumstances, a reasonable person would consider that information important to an investment decision (a decision to buy, sell or hold securities such as CME's Class A or Class B common stock); or (b) the information, if made public, likely would affect the market price of a company's securities.

You should always regard the consolidated financial results of CME to be material information. Other examples of potentially material information include:

Information on earnings or losses
Information on our average rate per contract or contemplated pricing changes
Financial forecasts, projections and predictions
Information with respect to CME's financial plans
A change in senior management of CME
Pending regulatory actions
A joint venture, merger, acquisition or sale of assets
Changes in our dividend policy, a proposed stock split or stock dividend

This list does not cover all types of potentially material information. Whether a particular piece of information is material is determined based on consideration of all of the facts and circumstances at the time. Depending on various external factors, a piece of information may have greater or lesser significance. For example, information regarding our average rate per contract will take on greater significance if it differs significantly from what financial analysts following our stock are predicting.

In general, material information about CME is considered to be public once it has been broadly distributed by CME through a press release, or it is filed with the Securities and Exchange Commission (SEC). Information is not considered public because the information is reflected by rumor or other unofficial statements in the marketplace. If you have material, non-public information, you may trade only when you are certain that an official announcement of the information has been made and an appropriate period of time has elapsed since the public announcement. Generally, we require that you wait 48 hours following the announcement before trading.

Do not disclose inside information to anyone, including co-workers, unless the person receiving the information has a legitimate, business-related need to know. If you leave CME, you must maintain the confidentiality of that information until it has been adequately disclosed to the public. If there is any question as to whether information regarding CME or another company with which we have dealings is material or has been adequately disclosed to the public, contact the Legal Department or Office of the Secretary.

Trading Restrictions. In addition to the above, you may not trade directly or indirectly (1) any futures contract, commodity options or cash commodities traded on or cleared by any U.S. designated contract market or on any foreign market or (2) any securities option contracts which are closely related to the contracts traded at CME. (You may, however, buy or sell shares of mutual funds or other investment vehicles that buy or sell the foregoing types of contracts, but only so long as you have no control or discretion with respect to the purchase or sale of such contracts.) More detailed information regarding trading restrictions is available from the Compliance and Ethics Team.

For further guidance on CME's policy prohibiting insider trading, please refer to CME's Securities Law Compliance Booklet, a copy of which can be obtained from the Corporate Secretary and is available on OpenExchange.

Intellectual Property

Trademarks. Our logos and the name CME are examples of trademarks. Each of us is responsible for using CME trademarks properly, and you must advise your supervisor or the Legal Department of infringements by others of which you are aware. In addition, CME should not be included in any vendor or consultant's marketing materials, such as being listed as a client, without first obtaining approval from the Corporate Communications Department. Similarly, the trademarks of third parties must not be used without first obtaining approval from the Legal Department.

Copyright Compliance. Works of authorship such as books, articles, drawings, computer software and other such materials may be covered by copyright laws. It is a violation of those laws and of CME policy to make unauthorized copies of or derivative works based upon copyrighted materials. The absence of a copyright notice does not necessarily mean that the materials are not copyrighted. Making unauthorized copies or derivative Responsibility To Our Organization continued... works may subject both the employee and CME to substantial civil and criminal penalties.

CME licenses the use of much of its computer software from outside companies. In most instances, this computer software is protected by copyright. You may not make, acquire or use unauthorized copies of computer software. Any questions concerning copyright laws should be directed to the Legal Department.

Intellectual Property Rights of Others. It is CME policy not to infringe knowingly upon the intellectual property rights of others. When using the name, trademarks, logos or printed materials of another company, including any such uses on CME Web site(s) or operating a software program on a personal computer, employees must ensure that the use of trademarks, copyrighted materials and other intellectual property of others is done properly and with permission. Employees must not disclose to CME or reveal confidential or proprietary information of others, including former employers.

Electronic Communication Systems

CME's computer and electronic communication systems, including computers, voicemail, e-mail and the Internet, provide substantial benefits, but they also present significant security and liability risks to CME and you. It is extremely important that you take all necessary measures to ensure the security of your computer and any computer or voicemail passwords. All sensitive, confidential or access-restricted electronic information must be password protected. If you have any reason to believe that your password or the security of a CME computer or electronic communication system has in any manner been compromised, you must change your password immediately and report the incident to the Customer Support Group. For additional guidance on selecting and safeguarding your password, consult CME's Password Policy, which is available on OpenExchange.

The Customer Support Group and PC Support will install all software on CME's computer systems.

Non-authorized employees are not allowed to install software or any other executable programs on any shared or network drive, or on their local drive.

Be aware that at all times when you are using CME resources to send e-mail, voicemail or to access Internet services, you are acting as a representative of CME and your use of these resources may reflect poorly on CME, damage its reputation, and expose you and CME to legal liability. All e-mail, voicemail and personal files stored on CME computers are CME property dedicated to business purposes, and you should therefore have no expectation of personal privacy in connection with these resources. CME may, from time to time and at its sole discretion, monitor Internet usage and review any messages sent or received using CME's computer and electronic communication systems for compliance with this policy.

You should not use CME resources in a way that may be disruptive or offensive to others or unlawful.

At all times when sending e-mail or transmitting any other message or file, you should not transmit comments, language, images or other files that you would be embarrassed to have read by any person. Remember that your "private" e-mail messages are easily forwarded to a wide audience. In addition, do not use these resources in a wasteful manner. Unnecessarily transmitting messages and other files wastes not only computer resources, but also the time and effort of each employee having to sort and read through his or her own e-mail. Company policy prohibits you from using e-mail to advertise property you wish to sell.

Use of computer and electronic communication systems, such as e-mail and the Internet, must be consistent with all other CME policies, including those relating to workplace harassment, privacy, copyrights, trademarks, trade secrets and other intellectual property considerations.

For further guidance on CME's policy concerning use of electronic communication systems, please refer to CME's policy regarding systems use in the Employee Handbook, a copy of which can be obtained from Organizational Development, and is available on OpenExchange.

Responding to Inquiries from the Press and Others

If you receive any inquiries from the media, investors, the New York Stock Exchange or The Nasdaq Stock Market regarding CME's business, market rumors, trading activity, or any other similar important information, you should refer those calls to Public Relations or Investor Relations, as described in CME's External Communications and Disclosure Policy which is available on OpenExchange. Only CME individuals specifically authorized to do so may answer questions about or disclose information concerning CME.

In addition, CME has a "no comment" policy under which we will generally not comment on the following matters due to the material or confidential nature of the subject:

Potential mergers, acquisitions or other strategic initiatives
New product plans prior to approval by the Board of Directors, public announcement and/or CFTC filing
Matters to be presented to the Board for its approval
Matters relating to CME's future performance, such as anticipated future trading volumes
Disciplinary actions or investigations
Pending litigation

Responsibility to Our People

Respecting One Another

The way we treat each other affects the way we do our jobs. All employees want and deserve a workplace where they are respected and appreciated. Everyone who works for CME must contribute to the creation and maintenance of such an environment, and supervisors and managers have a special responsibility to foster a workplace that supports honesty, integrity, respect and trust.

Employee Privacy

We respect the privacy and dignity of all of our employees. We will limit access to employees' personal information to those who have an appropriate need to know, and we will comply with all applicable laws regarding disclosure of personal information. Employees should have no expectation of privacy with respect to their workspaces. There may be times when authorized CME personnel access workspaces for the safety of others or when otherwise deemed appropriate in the judgment of management.

Equal Employment Opportunity and Nondiscrimination

CME is an equal opportunity employer in hiring and promoting practices, benefits and wages. We will not tolerate discrimination against any person on the basis of race, color, religion, age, sex, sexual orientation, national origin, citizenship, marital status, mental or physical disability (where the applicant or employee is qualified to perform the essential functions of the job with or without reasonable accommodation), veteran status, or any other basis prohibited by law in recruiting, hiring, placement, promotion, or any other condition of employment. For further guidance on CME's policy concerning nondiscrimination and equal employment opportunity, please refer to CME's Equal Employment Opportunity Policy in the Employee Handbook, copies of which can be obtained from Organizational Development and are available on OpenExchange.

We Will Not Tolerate Harassment

CME is committed to maintaining a workplace that is free from unlawful discrimination and harassment, and therefore strictly prohibits all unlawful harassment. Any employee found to be responsible for harassment may be subject to disciplinary action up to and including termination. CME will not tolerate reprisals against individuals filing complaints in good faith under this policy. For further guidance, please refer to CME's Policy Against Harassment and Complaint Procedure in the Employee Handbook, copies of which may be obtained from Organizational Development and are available on OpenExchange.

Safety in the Workplace

The safety and security of employees is of primary importance. You are responsible for maintaining our facilities free from recognized hazards and obeying all CME safety rules. Working conditions should be maintained in a clean and orderly state to encourage efficient operations and promote good safety practices. Accordingly, CME has adopted several policies concerning safety and conduct in the workplace.

For further guidance, please refer to CME policies concerning Safety, Drug and Alcohol Use, and Conduct in the Employee Handbook, copies of which may be obtained from Organizational Development and are available on OpenExchange.

Competing With Integrity

Success in the Marketplace

CME depends on its reputation for quality, service and integrity. The way we deal with our customers, vendors, and competitors molds our reputation, builds long-term trust and ultimately determines our success. CME is committed to a policy of vigorous and lawful competition that is based on the merits of our products and services. We seek to maintain the trust of our customers, vendors and competitors by conducting business in a fair and ethical manner.

Antitrust Laws

CME's activities are subject to antitrust and trade regulation statutes, which govern how we interact with our customers, vendors and competitors. It is important for us to know these laws and regulations and make sure we are in full compliance with them. Some of the most serious offenses in this area involve agreements between competitors to fix prices, limit the availability of products or services, or allocate customers, territories or markets. Any such agreement, whether formal or informal, may be unlawful and is prohibited by CME policy.

CME employees should take care to avoid unnecessarily involving themselves in situations from which an unlawful agreement may be inferred. For that reason, contacts with competitors should be kept to a minimum. Care should be taken if participating in any associations that bring competitors together. Employees must be particularly careful when participating in meetings of such associations or other such gatherings. All contacts with competitors should be conducted as if they were completely in the public view.

Failure to comply with the antitrust laws could subject CME and individuals involved to criminal fines and jail terms, and CME to large civil penalties and treble damages. You should consult the Legal Department with any questions or concerns regarding the antitrust laws and how they are applied. Additional information is also available on OpenExchange.

Gathering Competitive Information

It is entirely proper for us to gather information about the marketplace, including information about our competitors and their products and services. However, there are limits to the ways that information should be acquired and used, especially information about competitors. In gathering competitive information, you should abide by the following guidelines:

We may gather information about our competitors from sources such as published articles, advertisements, brochures, other non-proprietary materials, surveys by consultants and conversations with our customers (as long as those conversations are not likely to suggest that we are attempting to (a) conspire with our competitors, using the customer as a messenger, or (b) gather information in breach of a customer's non-disclosure agreement with a competitor or through other wrongful means).
We should never misrepresent our identity when attempting to collect competitive information.
We must never attempt to acquire a competitor's trade secrets or other proprietary information through unlawful means, such as theft, spying, disclosures by competitors' past or present employees or breach of a competitor's non-disclosure agreement by a client or other person.
If there is any indication that information that you obtain was not lawfully received, you should refuse to accept it. If you receive any competitive information anonymously or that is marked confidential, you should contact the Legal Department immediately. The improper gathering or use of competitive information could subject you and CME to criminal and civil liability. When in doubt as to whether a source of information is proper, you should contact the Legal Department.

Interacting With Government

Prohibition on Gifts to Government Officials and Employees. The various branches and levels of government have different laws restricting gifts, including meals, entertainment, transportation and lodging, that may be provided to government officials and employees. Employees must obtain pre-approval from the Legal Department before providing any gift, meal, or anything of value to a government official or employee. Obviously, bribery of any government official, regulator or anyone else is absolutely prohibited.

Political Contributions and Lobbying Activities

Political Contributions and Activities. Laws of certain jurisdictions prohibit the use of CME funds, assets, services, or facilities on behalf of a political party or candidate. Payments of corporate funds to any political party, candidate or campaign may be made only if permitted under applicable law and approved in advance by the Legal Department.

Your work time may be considered the equivalent of a contribution by CME. Therefore, you will not be paid by CME for any time spent running for public office, serving as an elected official, or campaigning for a political candidate. Nor will CME compensate or reimburse any employees, in any form, for a political contribution that these persons intend to make or have made.

Lobbying Activities. Laws of some jurisdictions require registration and reporting by anyone who engages in a lobbying activity. Generally, "lobbying" includes: (1) communicating with any member or employee of a legislative branch of government for the purpose of influencing legislation; (2) communicating with certain government officials for the purpose of influencing government action; or (3) engaging in research or other activities to support or prepare for such communication.

So that CME may comply with lobbying laws, you must notify the Legal Department before engaging in any activity on behalf of the Company that might be considered "lobbying" as described above.

Q. I am doing volunteer work for an upcoming government election. I would like to use the office facsimile machine to send out some press releases. Is this okay?

A. No, by doing so you would be using CME office equipment for a political purpose, in violation of our Code of Conduct and potentially in violation of the law.

Laws Concerning Bribery of Foreign Officials

Company policy, the U.S. Foreign Corrupt Practices Act (the "FCPA"), and the laws of those countries in which CME does business prohibit employees or agents of CME from giving or offering to give money or anything of value to a foreign government official, a foreign political party, party official, candidate for political office or an official of certain international organizations, such as the United Nations, for the purpose of influencing any act or decision of that official, obtaining, retaining or directing business to any person, or securing any improper advantage. Payments made indirectly through an intermediary, under circumstances indicating that such payments might be passed along for prohibited purposes, are also illegal.

Implementation of the Code

The FCPA does contain certain exceptions, including an exception for what are termed "facilitating payments," which are payments of small value to effect routine government actions, such as obtaining permits, visas, mail, utility hook-ups and the like. However, what constitutes a permissible payment varies under the laws of different countries, and determining what a permissible payment is may involve difficult legal judgments. Therefore, except for legally mandated fees (such as required permit or license fees), no payments or gifts related to CME's business activities will be made to foreign officials unless approved in advance by the Legal Department.

The FCPA also requires public corporations to maintain books and records that accurately reflect all corporate transactions and a system of internal accounting controls that provide reasonable assurance that transactions are executed as authorized; that CME books and records are maintained in such a manner that financial statements can be prepared in accordance with generally accepted accounting principles; and that all corporate assets are properly controlled and accounted for. It is CME policy to maintain accurate books and records and to maintain a system of internal accounting controls sufficient to ensure compliance with the record-keeping provisions of the FCPA.

Additional information on the FCPA is available on OpenExchange.

Responsibilities

Although each of us is responsible for putting the Code to work, we need not go it alone. CME has a number of resources, people and processes in place to answer our questions and guide us through difficult decisions.

The Compliance Officer has been designated as having the responsibility, reporting directly to the Governance Committee and the Chief Executive Officer, to oversee and monitor compliance with the Code. The Compliance and Ethics Team will report periodically to CME's Governance Committee and the Management Team regarding the establishment, implementation and enforcement of the Code and other Compliance and Ethics Program elements.

Seeking Guidance

This Code cannot provide definitive answers to all questions. Employees are encouraged to seek guidance when uncertain as to the appropriate course of conduct in adhering to CME's high standards. In most instances, questions concerning the Code should be brought to the attention of your supervisor or the Compliance Officer. In addition, you may seek guidance on any provision of the Code by visiting www.ethicspoint.com and submitting your inquiry.

Copies of this Code are available from Organizational Development and on OpenExchange and should be provided to persons or entities retained and authorized to act on behalf of CME in areas to which the Code is applicable. A statement of compliance with the Code of Conduct must be signed annually by each CME employee and others as deemed appropriate by the Compliance and Ethics Team.

Open Door Policy

CME is committed to maintaining effective communication between employees. In order to develop and maintain strong working relationships, we all share responsibility for communication. Typically, in an organization of our size, the primary avenue for communication will be between you and your immediate supervisor.

We encourage you to try to talk with your supervisor first. In most cases, he or she can help you solve the problem or can direct you to someone who can. However, if you feel uncomfortable discussing an issue with your supervisor, or if your issue remains unresolved, you should contact the next level of management. You may, at any time, request a meeting with someone from Organizational Development or contact the Compliance Officer or any member of the Compliance and Ethics Team.

Reporting Violations

If you know of or suspect a violation of applicable laws or regulations, the Code, or CME's related policies, report that information to your supervisor, higher levels of management, the Compliance Officer, or to any member of the Compliance and Ethics Team.

You may report suspected violations anonymously to the Compliance and Ethics Team utilizing CME's 24-hour toll free Confidential Ethics Line, 877-338-4545 or by visiting www.ethicspoint.com. In many instances, however, providing your name will enable the Compliance and Ethics Team to conduct a more thorough investigation. Either way, you should treat the information you provide as confidential and CME will likewise maintain confidentiality to the fullest possible extent. No one will be subject to retaliation because of a good faith report of suspected misconduct.

Investigations of Violations

All reported violations, whether or not anonymous, will be promptly investigated and treated confidentially to the greatest extent possible. It is imperative that reporting persons not conduct their own preliminary investigations. Investigations of alleged violations may involve complex legal issues, and acting on your own may compromise the integrity of an investigation and adversely affect both CME and you.

Discipline for Violations

CME intends to use every reasonable effort to prevent the occurrence of conduct not in compliance with its Code of Conduct and to halt any such conduct that may occur as soon as reasonably possible after its discovery. CME personnel who violate this Code and other CME policies and procedures may be subject to disciplinary actions, up to and including immediate discharge. In addition, disciplinary measures, up to and including discharge, may be taken against anyone who directs or approves infractions or has knowledge of them and does not move promptly to correct them in accordance with CME policies.

Waivers of the Code

CME will waive application of the policies set forth in this Code only where circumstances warrant granting a waiver. Waivers of the Code for executive officers may be made only by the Board of Directors as a whole or the Governance Committee of the Board and must be promptly disclosed as required by law or regulation.

Remember

Ultimate responsibility to assure that we as a company comply with the many laws, regulations and ethical standards affecting our business rests with each of us. You are expected to and must become familiar with and conduct yourself strictly in compliance with those laws, regulations and standards and CME's policies and guidelines pertaining to them.