Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On November 5, 2008, the Board of Directors of CME Group Inc. (the "Company") approved amendments to the ByLaws of the Company (the "ByLaws"), as follows:

(1) Amended Article I, Sections 1.1 and 1.2 to clarify that the advance notice provisions set forth in Section 1.1(c) of the ByLaws are the exclusive means for a stockholder to make a director nomination or submit other business (other than matters properly brought under Rule 14a-8 of the federal proxy rules, which contain their own procedural requirements) before an annual or special meeting of shareholders and to update the information that must be included in the shareholder notice of nomination or other business as described in new Section 1.3.

(2) Amended Article II to conform to the requirements set forth in Article I for the nominations of Equity Director (as defined in the Company's Certificate of Incorporation).

(3) Amended Article X, Section 10.2 to clarify that the slate of nominees for CME Director (as defined in the Bylaws) will be presented for approval to the CME Directors and the slate of nominees for CBOT Director (as defined in the Bylaws) will be presented for approval to the CBOT Directors.

The Board also approved certain technical and conforming amendments to the ByLaws.

The foregoing summary of the amendments to the ByLaws is qualified in its entirety by reference to the amended and restated ByLaws filed as Exhibit 3.1 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

Sixth Amended and Restated Bylaws of CME Group Inc.

---

Top of the Form