10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2008

Commission File Number: 1-33392

NYSE Euronext

(Exact name of registrant as specified in its charter)

Delaware	20-5110848
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)
11 Wall Street New York, N.Y.	10005
	(Zip Code)

(Address of principal executive offices)

(212) 656-3000

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange on Which Registered
Common Stock, $0.01 par value per share	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:

None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  x    No  ¨

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes  ¨    No  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of the Annual Report on Form 10-K or any amendment to the Annual Report on Form 10-K.    ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  x Accelerated filer  ¨ Non-accelerated filer  ¨ (Do not check if a smaller reporting company) Smaller reporting company  ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ¨    No  x

As of June 30, 2008, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was approximately $13 billion. As of February 6, 2009, there were 259 million shares of the registrant’s common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of NYSE Euronext’s Proxy Statement for its April 2, 2009 Annual Meeting of Stockholders are incorporated by reference into Part III of this Annual Report on Form 10-K.

NYSE EURONEXT

ANNUAL REPORT ON FORM 10-K FOR THE FISCAL YEAR ENDED DECEMBER 31, 2008

INDEX

Item Number		Page No.
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	25
Item 1B.	Unresolved Staff Comments	38
Item 2.	Properties	39
Item 3.	Legal Proceedings	41
Item 4.	Submission of Matters to a Vote of Security Holders	41
Item 4A.	Executive Officers of NYSE Euronext	42
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	46
Item 6.	Selected Financial and Operating Data	50
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	55
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	77
Item 8.	Financial Statements and Supplementary Data	80
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	121
Item 9A.	Controls and Procedures	121
Item 9B.	Other Information	121
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	122
Item 11.	Executive Compensation	122
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	122
Item 13.	Certain Relationships and Related Transactions, and Director Independence	123
Item 14.	Principal Accounting Fees and Services	123
PART IV
Item 15.	Exhibits and Financial Statement Schedules	124

i

In this Annual Report on Form 10-K, “NYSE Euronext,” “we,” “us,” and “our” refer to NYSE Euronext, a Delaware corporation, and its subsidiaries, except where the context requires otherwise.

“AEX^®,” “Alternext^TM,” “ArcaBook^®,” “ArcaVision^®,” “Archipelago^®,” “Archipelago Exchange^®,” “Bclear^TM,” “CAC 40^®,” “Cscreen^TM,” eGovDirect.com^®, “Euronext^®,” “Euronext 100 Index^®,” “LIFFE CONNECT^®,” “NextCAC 70^®,” “NYSE New York Stock Exchange^®,” “NYSE^®,” “NYSE Bonds^®,” “NYSE Broker Volume^®,” “NYSE Composite Index^®,” “NYSE Liffe^®,” “NYSE OpenBook^®,” “Pacific Exchange^®,” and “SFTI^®,” among others, are trademarks or service marks of NYSE Euronext or its licensees or licensors with all rights reserved.

“FINRA^® ,” “TRF^®” and “Trade Reporting Facility^®” are trademarks of the Financial Industry Regulatory Authority (“FINRA”) with all rights reserved, and are used under license from FINRA.

“S&P^®” is a trademark of the McGraw-Hill Companies, Inc. with all rights reserved.

All other trademarks and servicemarks used herein are the property of their respective owners.

About NYSE Euronext

NYSE Euronext, a Delaware corporation, was organized on May 22, 2006 in anticipation of the combination of the businesses of NYSE Group, Inc., a Delaware corporation, and Euronext N.V., a company organized under the laws of the Netherlands. The combination was consummated on April 4, 2007. NYSE Group, Inc. was formed in connection with the March 7, 2006 merger between New York Stock Exchange, Inc., a New York Type A not-for-profit corporation, and Archipelago Holdings, Inc., a Delaware corporation. Euronext was the first cross-border exchange group, created with the 2000 merger of the Paris, Amsterdam and Brussels stock exchanges. The New York Stock Exchange traces its origins to the Buttonwood Agreement, signed in 1792 by a group of 24 traders gathered under a buttonwood tree in lower Manhattan. In 1817, the traders formed the New York Stock & Exchange Board, which in 1863 was renamed the New York Stock Exchange. The Amsterdam Stock Exchange, Euronext’s oldest constituent and the world’s first stock exchange, originated in 1602 in conjunction with a stock issuance by the Dutch East India Company.

Our principal executive office is located at 11 Wall Street, New York, New York 10005 and our telephone number is (212) 656-3000. Our European headquarters are located at 39 rue Cambon, 75039 Paris, France, and our telephone number is +33 1 49 27 10 00. Our website site is www.nyseeuronext.com. We are not incorporating the information on our website into this Annual Report on Form 10-K.

We make available free of charge, on or through our website, our proxy statements, Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, as soon as reasonably practicable after they are filed with, or furnished to, the SEC.

Unless otherwise specified or the context otherwise requires:

• “NYSE” refers to (1) prior to the completion of the merger between the New York Stock Exchange, Inc. and Archipelago Holdings, Inc. (“Archipelago”), which occurred on March 7, 2006, New York Stock Exchange, Inc., a New York Type A not-for-profit corporation, and (2) after completion of the merger, New York Stock Exchange LLC, a New York limited liability company, and, where the context

ii

requires, its subsidiaries, NYSE Market, Inc., a Delaware corporation, and NYSE Regulation, Inc., a New York not-for-profit corporation. New York Stock Exchange LLC is registered with the U.S. Securities and Exchange Commission (the “SEC”) under the U.S. Securities Exchange Act of 1934 (the “Exchange Act”) as a national securities exchange.

• “NYSE Arca” refers collectively to NYSE Arca, L.L.C., a Delaware limited liability company (formerly known as Archipelago Exchange, L.L.C.), NYSE Arca, Inc., a Delaware corporation (formerly known as the Pacific Exchange, Inc.), and NYSE Arca Equities, Inc., a Delaware corporation (formerly known as PCX Equities, Inc.). NYSE Arca, Inc. is registered with the SEC under the Exchange Act as a national securities exchange.

• “NYSE Amex” refers to NYSE Alternext US LLC, a Delaware limited liability company (formerly known as the American Stock Exchange LLC). NYSE Alternext US LLC is registered with the SEC under the Exchange Act as a national securities exchange.

FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K contains statements that may constitute “forward-looking statements” within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In some cases, you can identify these statements by forward-looking words such as “may,” “might,” “will,” “should,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “potential” or “continue,” and the negative of these terms and other comparable terminology. These forward-looking statements, which are subject to known and unknown risks, uncertainties and assumptions about us, may include projections of our future financial performance based on our growth strategies and anticipated trends in our business and industry. These statements are only predictions based on our current expectations and projections about future events. There are important factors that could cause our actual results, level of activity, performance or achievements to differ materially from the results, level of activity, performance or achievements expressed or implied by the forward-looking statements. In particular, you should consider the risks and uncertainties described under Item 1A.—“Risk Factors.”

These risks and uncertainties are not exhaustive. Other sections of this report describe additional factors that could adversely impact our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible to predict all risks and uncertainties, nor can we assess the impact that these factors will have on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, level of activity, performance or achievements. Moreover, neither we nor any other person assumes responsibility for the accuracy or completeness of any of these forward-looking statements. You should not rely upon forward-looking statements as predictions of future events. We are under no duty to update any of these forward-looking statements after the date of this report to conform our prior statements to actual results or revised expectations and we do not intend to do so.

Forward-looking statements include, but are not limited to, statements about:

• possible or assumed future results of operations and operating cash flows;

• strategies and investment policies;

• financing plans and the availability of capital;

• our competitive position and environment;

iii

• potential growth opportunities available to us;

• the risks associated with potential acquisitions or alliances;

• the recruitment and retention of officers and employees;

• expected levels of compensation;

• potential operating performance, achievements, productivity improvements, efficiency and cost reduction efforts;

• the likelihood of success and impact of litigation;

• protection or enforcement of intellectual property rights;

• expectations with respect to financial markets, industry trends and general economic conditions;

• our ability to keep up with rapid technological change;

• the timing and results of our technology initiatives;

• the effects of competition; and

• the impact of future legislation and regulatory changes.

We caution you not to place undue reliance on the forward-looking statements, which speak only as of the date of this report. We expressly qualify in their entirety all forward-looking statements attributable to us or any person acting on our behalf by the cautionary statements referred to above.

iv

PART I

ITEM 1. BUSINESS

NYSE Euronext is the world’s most diverse exchange group. We offer a broad and growing array of products and services in cash equities, futures, options, swaps, exchange-traded products, bonds, market data, and commercial technology solutions, all designed to meet the evolving needs of issuers, investors, financial institutions and market participants. We are also the world’s leading, most liquid equities exchange group. With more listed issues than any other exchange group, trading on NYSE Euronext’s equity markets represents more than one-third of the world’s cash equities volume. As of December 31, 2008, 69 of the top 100 global companies by market capitalization were listed on NYSE Euronext.

We operate the following markets:

• NYSE—the New York Stock Exchange, or NYSE, is the world’s premier listing venue and the largest and most liquid cash equities exchange in the world, based on aggregate market capitalization of listed operating companies and average daily value of Tape A trading as of December 31, 2008. The NYSE, one of the most recognized brand names in the world, is registered as a national securities exchange under the Exchange Act. In addition to common stock, the NYSE lists both debt and equity structured products such as capital securities, mandatory convertibles, repackaged securities and equity-linked and index-linked securities, and has continued to attract listings of new types of structured products.

As of December 31, 2008, 2,447 issuers were listed on the NYSE, including a cross-section of large, mid-size and small-cap U.S. and non-U.S. companies. These operating companies represented a total global market value of approximately $15 trillion, and represented approximately 93% of the publicly traded companies that constitute the Dow Jones Industrial Average and 82% of the S&P 500 Index. As of December 31, 2008, 496 closed-end funds and 509 exchange traded products (“ETPs”), with an aggregate market capitalization of approximately $306 billion, were listed on the NYSE.

• Euronext—Euronext, the first integrated cross-border exchange, combines the stock exchanges of Amsterdam, Brussels, Lisbon and Paris into a single market. Issuers who meet European Union (“EU”) regulatory standards are qualified for listing on the regulated markets operated by Euronext. Euronext’s exchanges list a wide variety of securities, including domestic and international equity securities, convertible bonds, warrants, trackers and debt securities, including corporate and government bonds. Euronext is focused on increasing its share of these “non-domestic” listings in the future in connection with its objective to become the gateway to the Eurozone. All of Euronext’s markets are operated by subsidiaries of Euronext, each of which holds a national license as an exchange operator.

In 2008, Euronext was Europe’s largest stock exchange group based on aggregate market capitalization of listed operating companies and second largest stock exchange group based on the value of equities trading in the central order book. Euronext was one of the leading European markets for IPOs in 2008 by offer value (€2.5 billion). As of December 31, 2008, 1,110 companies were listed on Euronext, of which 886 were based in one of Euronext’s home markets.

• NYSE Liffe—NYSE Liffe is the international derivatives business of NYSE Euronext. In 2008, NYSE Liffe was the second largest derivatives market in Europe by volume, and the second largest in the world by average daily value of trading. During 2008, average daily trading volume on NYSE Liffe was 4.1 million contracts with a value of €1.9 trillion, and, on an annual basis, 1.05 billion futures and options contracts were traded on NYSE Liffe with a total contract value of €475 trillion. The total volume of interest rate contracts grew 7.0% in 2008, equity products (single stocks and indexes) grew 15.3% and commodities grew 3.6%.

In December 2008, NYSE Liffe launched a clearing service for credit default swap (“CDS”) index contracts through Bclear, NYSE Liffe’s wholesale over-the-counter (“OTC”) derivatives service.

1

• NYSE Arca—NYSE Arca is a fully electronic exchange for equities, ETPs, including exchange traded funds (“ETFs”), exchange traded notes (“ETNs”), exchange-traded vehicles (“ETVs”), certificates, and options. NYSE Arca is registered as a national securities exchange under the Exchange Act.

As of December 31, 2008, NYSE Arca had 710 primary ETF and ETV listings. Additionally, NYSE Arca listed 85 ETNs and 253 certificates, while trading all other eligible ETPs on an unlisted trading privileges basis.

• NYSE Alternext—NYSE Alternext operates our European markets for emerging growth companies. NYSE Alternext-listed companies are required to satisfy less stringent listing standards than companies listing on Euronext. Companies listing on NYSE Alternext have greater flexibility in their choice of accounting standards and are subject to less extensive ongoing post-listing reporting requirements than companies listing on Euronext.

As of December 31, 2008, 131 companies were listed on NYSE Alternext. Since its launch, NYSE Alternext-listed companies have raised over €2 billion in proceeds and represent a total market capitalization of €3.2 billion as of December 31, 2008.

• NYSE Amex—NYSE Amex, formerly the American Stock Exchange, became part of NYSE Euronext in October 2008 and is our U.S. listing venue for emerging growth companies. NYSE Amex enhances our scale in U.S. options and provides a listing venue for a broader class of companies than are qualified for listing on NYSE. As of December 31, 2008, 466 companies were listed on NYSE Amex, representing a total market capitalization of $124.5 billion. NYSE Amex is registered as a national securities exchange under the Exchange Act.

• NYSE Liffe US—In September 2008, NYSE Liffe US, LLC (“NYSE Liffe US”), our new U.S. futures exchange, began trading full and e-mini gold and silver futures and options on futures contracts. During 2008, up to approximately 22,600 precious metals contracts were traded each day.

NYSE Technologies. In addition to our markets, through NYSE Technologies (“NYXT”) we operate a globally distributed connectivity network that supports trading on our markets, and also provides trading and information technology solutions to third-party financial markets and other financial institutions. NYXT offers the global securities marketplace a comprehensive technology platform, including exchange trading platforms, participant access technologies for electronic trading, and market data management and distribution. NYXT also operates the Secure Financial Transaction Infrastructure (“SFTI”) network, a rapidly expanding physical network infrastructure that connects our markets and other major market centers with more than 1,000 market participants in the United States and Europe. NYXT is currently integrating our technologies globally to establish a single universal trading platform (“UTP”) that enables market participants to trade across multiple asset classes, markets, geographies and time zones.

NYSE Euronext is part of the S&P 500 index and the only exchange operator in the S&P 100 index.

Strategic Initiatives

We have recently announced a number of strategic initiatives designed to expand our global presence, further penetrate the market for clearing services, establish new trading markets, improve trade execution and strengthen our technology. Several of these initiatives are described below.

Alliances

With the most recognized brand names within the global exchange industry and among the world’s largest securities marketplaces, we are well-positioned to continue to play a leadership role in the ongoing consolidation of the industry through acquisitions and strategic alliances.

2

Doha Securities Market—In June 2008, we agreed to acquire a 25% ownership interest in the Doha Securities Market for $250 million. The State of Qatar will retain the remaining 75% ownership interest in the market. NYSE Euronext also will provide technology and management services to the Doha Securities Market. As previously announced, we are currently in discussions to restructure the equity investment portion of the transaction, which will likely reduce our ownership interest to 20% and our cost to $200 million, payable over several years. The closing of the transaction is expected to take place in 2009.

Other Exchanges—We signed memoranda of understanding with numerous major exchanges throughout the world, including the Dalian Commodity Exchange and the Zhengzhou Commodity Exchange in China and the Tel Aviv Stock Exchange and the Philippine Stock Exchange, relating to the development of markets locally and globally. We are also currently working with certain exchanges on market development, information sharing and technology.

Clearing

NYSE Liffe Clearing—In October 2008, NYSE Liffe entered into a clearing relationship agreement with LCH.Clearnet Ltd. (“LCH.Clearnet”), a U.K. recognized clearing house. Under the agreement, the London market of NYSE Liffe will become central counterparty to trades on its market and will outsource certain services to LCH.Clearnet in an arrangement known as “NYSE Liffe Clearing” (formerly known as LiffeClear). The agreement is expected to become operational in the first half of 2009, subject to regulatory approval. See “—Products and Services—Order Execution—Europe—Derivatives Trading—Clearing and Settlement.”

CDS Clearing—In December 2008, NYSE Liffe, through its Bclear service, became the first exchange to offer clearing of CDS contracts. See “—Products and Services—Order Execution—Europe—Derivatives Trading— OTC Services.”

Derivatives

NYSE Amex—In October 2008, we completed our acquisition of NYSE Amex, formerly the American Stock Exchange, significantly enhancing our U.S. options business. NYSE Amex operates one of seven options exchanges in the United States, trading options on domestic and foreign stocks, American Depositary Receipts, broad-based, industry and sector and international indexes, ETFs and Holding Company Depositary Receipts (“HOLDRs”).

Bclear—In 2008, we extended the reach of Bclear to the United States and continue to seek opportunities to expand into OTC derivatives in the United States. We now offer clearing processing for CDS index contracts in the United Kingdom through Bclear and intend to leverage BClear further in 2009 to include commodity products, and to capitalize on any additional OTC products that migrate towards an exchange model.

NYSE Liffe US—In September 2008 we expanded our U.S. derivatives business by launching a futures exchange in the United States, NYSE Liffe US, with the acquisition of the precious metals franchise of the CME Group. See “—Order Execution—United States—Derivatives Trading—Futures.”

Cash Trading

We undertook several initiatives in 2008 and early 2009 designed to capitalize on our position as operator of the world’s largest and most liquid equities markets.

NYSE Amex—Our acquisition of NYSE Amex provided us with a well-known U.S. listing venue for emerging growth companies.

3

Liquidity Aggregation—We are committed to improving execution quality and providing greater access to liquidity for our customers. In January 2009 we launched NYSE MatchPoint, an electronic equity trading facility that matches aggregated orders at pre-determined fixed times with prices that are derived from primary markets. NYSE MatchPoint’s portfolio-crossing technology will expand our ability to match baskets of stocks at pre-determined points in time during the after-hours market and eventually at any point during the day.

In January 2009, we launched the New York Block Exchange through a joint venture with BIDS Holdings, L.P., a consortium of 12 leading U.S. broker-dealers. The New York Block Exchange is designed to improve execution quality and access to liquidity in block trading in the United States. The New York Block Exchange is open to all NYSE members and accessible through BIDS Trading, a registered alternative trading system. The New York Block Exchange operates as a facility of the NYSE and is intended to respond to customer needs by creating a highly liquid, anonymous marketplace for block trading, and bring block-size orders back into contact with active traders, algorithms and retail order flow.

European MTFs—To respond to increasing competition from electronic communications networks following the European Commission’s adoption of the Markets in Financial Instruments Directive (“MiFID”), we intend to launch new European multilateral trading facilities (“MTFs”). In February 2009, we and our joint venture partners launched SmartPool, a new MTF for block trading pan-European stocks, which currently trades stocks from 15 European markets. In addition, in the first quarter of 2009, we expect to commence operations of NYSE Arca Europe, an MTF for trading the most active pan-European stocks.

Technology

NYSE Technologies—In August 2008, we completed the acquisition of Atos Euronext Market Solutions (“AEMS”), in which we previously owned a 50% stake, for a net purchase price of approximately $255 million. This transaction enabled us to fully in-source the trading information technology services which support our European business, and allows us to offer a variety of leading exchange and trading technology solutions to market participants around the world. Going forward, we have branded our technology business, including AEMS, as NYSE Technologies or NYXT. See “—Technology.”

Products and Services

Order Execution

We provide multiple marketplaces for investors, broker-dealers and other market participants to meet directly to buy and sell cash equities, fixed income securities, ETPs and a broad range of derivative products. Based on average daily trades and average daily turnover, we are the world’s largest cash market with over one-third of the world’s cash trading taking place on our exchanges.

One of the primary functions of our markets is to ensure that orders to purchase and sell securities are executed in a reliable, orderly, liquid and efficient manner. Order execution occurs through a variety of means, and we seek to continue to develop additional and more efficient mechanisms of trade. To maintain our leadership position, we intend to continue to develop our market model in response to emerging trends in the trading environment and technological advancements.

United States—Cash Trading

In the United States, we offer cash trading in equity securities, fixed income securities and ETPs on the NYSE, NYSE Arca and NYSE Amex. We are able to offer our customers the option of using either auction trading with a floor-based component or electronic trading. In 2008, on a combined basis, our U.S. market centers achieved record volumes with a combined 2.3 billion shares traded daily, executing more matched Tape A volume than any other U.S. exchange.

4

Trading Platform and Market Structure—NYSE and NYSE Amex. The NYSE and NYSE Amex markets combine both auction-based and electronic trading capabilities. These markets are intended to emulate, in a primarily automatic-execution environment, the features of the traditional auction market that have provided stable, liquid and less volatile markets, as well as provide the opportunity for price and/or size improvement. The markets build on our core attributes of liquidity, pricing efficiency, low trading costs and tight spreads by broadening customers’ ability to trade quickly and anonymously. We believe that the interaction of our automatic and auction markets also maintains opportunities for price improvement, while providing all investors, regardless of their size, with the best price when buying or selling shares.

Designated Market Makers (“DMMs”) on the trading floor are charged with maintaining fair, orderly and continuous two-way trading markets by bringing buyers and sellers together and, in the relative absence of orders to buy or sell their assigned stock, adding liquidity by buying and selling the assigned stock for their own accounts. In the fourth quarter of 2008, we established Supplemental Liquidity Providers (“SLPs”), a new class of high-volume members incented to add liquidity on the NYSE. Floor brokers act as agents on the trading floor to handle customer orders. DMMs and brokers use judgment to improve prices and enhance order competition, while interacting with the market electronically as well as manually. We believe that their judgment is particularly valuable in less liquid stocks and during the opening and closing of trading, as well as during times of uncertainty; for example, when a corporate announcement or an outside event could lead to market instability and price volatility.

In December 2008, NYSE Amex’s equities trading platform transitioned fully to NYSE Technologies, thereby improving functionality and the customer experience. During 2009 all of our U.S. exchanges will migrate to a single UTP.

Trading Platform and Market Structure—NYSE Arca. NYSE Arca operates an open, all-electronic stock exchange for trading all U.S. listed securities (in addition to options, as discussed below). NYSE Arca also provides additional listing services for ETPs. NYSE Arca’s trading platform provides customers with fast electronic execution and open, direct and anonymous market access. During 2008, approximately 1.8 billion shares were handled daily through NYSE Arca’s trading platform.

This trading system offers a variety of execution-related services and trading rules predicated on “price-time priority,” which requires execution of orders at the best available price and, if orders are posted at the same price, based on the time the order is entered in the trading system. The open limit order book displays orders simultaneously to both the buyer and the seller, and buyers and sellers have the option of submitting orders on an anonymous basis. Trades are executed in the manner designated by the party entering the order, often at a price equal to or better than the highest bid or lowest offer quote reported to the consolidated quotation systems.

Trade Reporting Facility. We operate a trade reporting facility with FINRA to serve our customers reporting off-exchange trades in all listed national market system (“NMS”) stocks. Our trade reporting facility enhances the range of trading products and services we provide to our customers by offering a reliable and competitively priced venue to report internally executed transactions.

NYSE Bonds. NYSE Bonds, our bond trading platform, incorporates the design of the NYSE Arca electronic trading system and provides investors with the ability to readily obtain transparent pricing and trading information. The platform trades bonds of all NYSE and NYSE Amex-listed companies and their subsidiaries without the issuer having to separately list each bond issued. NYSE Bonds maintains and displays priced bond orders and matches those orders on a strict price and time-priority basis. It also reports real-time bids and offers with size and trades to our network of market data vendors.

Trading Members. Trading members in our U.S. cash markets include entities registered as broker-dealers with the SEC that have obtained trading permits or licenses in accordance with the rules of the NYSE, NYSE Arca or NYSE Amex. Trading members are subject to the rules of the relevant exchange.

5

United States—Derivatives Trading

Options. NYSE Arca and NYSE Amex operate marketplaces for trading options on exchange-listed securities. The underlying securities are listed on the NYSE, NYSE Arca, NYSE Amex and Nasdaq. These option market centers include trading facilities, technology and systems for trading options as well as regulatory, surveillance and compliance services. During 2008, the market’s combined options businesses traded an average of 1.8 million contracts each day on more than 2,500 underlying stocks.

NYSE Arca’s options business uses a technology platform and market structure designed to enhance the speed and quality of trade execution for its customers and to attract additional sources of liquidity. Its market structure allows market makers to access its markets remotely and integrates floor-based participants and remote market makers. NYSE Amex’s options business uses a hybrid model combining both auction-based and electronic trading capabilities that is designed to provide a stable, liquid and less volatile market, as well as provide the opportunity for price and/or size improvement.

We plan to relocate NYSE Amex’s options trading floor operations to the NYSE options trading floor during the first quarter of 2009, and to transition from the NYSE Amex-supported technology to NYSE Euronext-supported technology for electronic options trading.

Futures. NYSE Liffe US received Designated Contract Market (“DCM”) status in August 2008 and began trading of full and e-mini gold and silver futures and options on futures contracts in September 2008. In October 2008, NYSE Liffe US selected The Options Clearing Corporation to provide clearing services from the end of March 2009. The precious metals contracts provide a point of entry for NYSE Euronext into the U.S. futures market and complement the existing commodities futures franchise at NYSE Liffe.

Europe—Cash Trading

Euronext is Europe’s second largest cash market based on average daily trades and average daily turnover. The cash trading business unit comprises trading in equity securities and other cash instruments including funds, bonds, warrants, trackers and structured funds. During 2008, on an average day, 1.5 million trades were executed on Euronext exchanges for all cash instruments, while the total number of trades in all cash instruments amounted to 397 million.

Trading Platform and Market Structure. Cash trading on Euronext’s markets in Amsterdam, Brussels, Lisbon and Paris takes place via nouveau système de cotation (“NSC”), Euronext’s fully automated electronic trading platform that allows trading members either to route their clients’ orders electronically or to enter orders manually into computer workstations installed on their premises and linked to the NSC system. The NSC system maintains an order book for every traded security, in which it matches buy and sell orders electronically. The NSC system was replaced by UTP during 2009.

Cash trading on Euronext is governed both by a single harmonized rulebook for trading on each of Euronext’s markets in Amsterdam, Brussels, Lisbon and Paris and by the various non-harmonized Euronext Rulebooks containing local exchange-specific rules. Euronext’s trading rules provide for an order-driven market using an open electronic central order book for each traded security; various order types and automatic order matching; and a guarantee of full anonymity both for orders and trades.

Trading Members. The majority of Euronext’s cash trading members are brokers and dealers based in Euronext’s marketplaces, but also include members in other parts of Europe, most notably the United Kingdom and Germany. Between 2002 and 2008, the share of trading from outside Euronext’s four domestic equities markets (Paris, Brussels, Amsterdam and Lisbon) increased from 20% to 60%, reflecting the increasing internationalization of our client base.

Clearing and Settlement. Clearing and settlement of trades executed on Euronext are handled by LCH.Clearnet (for central counterparty clearing), Euroclear Group (for settlement of cash equities except for

6

Lisbon trades), and Interbolsa (for settlement of Lisbon cash equities). Interbolsa is one of our wholly-owned subsidiaries. LCH.Clearnet and Euroclear are independent entities that provide services to Euronext pursuant to contractual agreement. We have a minority ownership interest in, and board representation on, LCH.Clearnet and Euroclear.

Europe—Derivatives Trading

NYSE Liffe. NYSE Liffe is the international derivatives business of NYSE Euronext. In 2008, NYSE Liffe was the second largest derivatives market in Europe by volume, and the second largest in the world by average daily value of trading. Through a single electronic trading platform, LIFFE CONNECT, NYSE Liffe offers customers in more than 24 countries, access to a wide range of interest-rate, equity, index, commodity and currency derivative products.

Trading Platform and Market Structure. LIFFE CONNECT is the central electronic trading platform for Euronext’s derivatives markets. The platform features an open system architecture which, through an Application Programming Interface (“API”), allows users to access our system for trading or for view-only purposes. Traders commonly access our system via one of the many front-end trading applications that have been developed by independent software vendors. These applications are personalized trading screens that link the user to the market via an API, which allows users to integrate front/back office trading, settlement, risk management and order routing systems.

LIFFE CONNECT has been designed to handle significant order flows and transaction volumes. Orders can be matched either on a price/time or pro rata basis, configurable by contract, with transacted prices and volumes and the aggregate size of all bids and offers at each price level updated on a real-time basis. Users are continually notified of all active orders in the central order book, making market depth easy to monitor.

Products Traded. A wide variety of products are traded on NYSE Liffe. NYSE Liffe’s core product line is its portfolio of short-term interest rate (“STIR”) contracts with its principal STIR contracts based on implied forward rates denominated in euro and sterling. Trading volumes in NYSE Liffe’s flagship product in this area, the Euribor Contract, have grown as the euro has increasingly established itself as a global reserve currency. More than 260 European equity options (including options on shares not listed on Euronext) can be traded on NYSE Liffe, making the exchange a leading market for equity options trading worldwide. NYSE Liffe’s equity index derivatives allow customers to hedge against fluctuations in a range of European stock market indexes, and the European equity market as a whole. NYSE Liffe is also a leading provider of soft and agricultural commodity derivatives.

OTC Services. Customers who might normally use the OTC market to trade equity derivatives have the ability to process transactions cheaply and efficiently using NYSE Liffe’s wholesale services—Bclear and Cscreen. Through these services, NYSE Liffe offers a flexible, secure, simple and cost-effective way of conducting wholesale equity derivatives trades.

Bclear provides OTC equity derivatives market participants a means of registering, processing and clearing wholesale equity derivatives within the secure framework of an exchange and clearinghouse. Through Bclear, users can register OTC business for trade confirmation, administration and clearing as an exchange contract, while retaining the flexibility to specify contract maturity, exercise price and settlement method. As evidence of Bclear’s increasing popularity within the derivative trading industry, equity derivative contract volumes processed through Bclear increased by 55% in 2008, compared to 2007. Initially launched to offer trade processing for equity and index derivatives, Bclear has now been expanded to encompass CDS Index products and will also be extended to include soft commodity products. With the launch of the CDS Index service on BClear in December 2008, NYSE Liffe became the first exchange to offer clearing of CDS contracts. The CDS clearing offered via Bclear will initially cover the Markit iTraxx Europe, Market iTraxx Crossover and Markit iTraxx Hi-Vol indexes.

7

Cscreen is a dynamic application that enables registered brokers and traders to post and respond to indications of interest for wholesale equity derivatives.

Trading Members. NYSE Liffe’s trading members are dealers and brokers. Trading members can also become liquidity providers. Liquidity providers are able to place several series of bulk quotes in one order, allowing them to send buy and sell orders for many contract months using only one message.

Clearing and Settlement. In October 2008, NYSE Liffe announced that it would take responsibility for clearing activities in its London market, subject to regulatory approval, through the creation of NYSE Liffe Clearing, with the target of beginning operations in the first half of 2009. NYSE Liffe will become central counterparty and earn clearing revenues in respect of contracts entered into by clearing members on the NYSE Liffe market.

As part of the new arrangements between NYSE Liffe and LCH.Clearnet to establish NYSE Liffe Clearing, the parties entered into a termination agreement providing for the payment to LCH.Clearnet of approximately €260 million. LCH.Clearnet will continue to provide certain services to NYSE Liffe for a base annual fee plus certain amounts to reflect inflation and an increase in the volume of trades on the London market of NYSE Liffe over time. The primary obligation of LCH.Clearnet under the new agreement is to accept the novation from NYSE Liffe of the defaulting contracts of a NYSE Liffe clearing member and to manage such member’s positions under its default rules. LCH.Clearnet will therefore continue to provide risk management, guarantee and default management services to NYSE Liffe and therefore offset NYSE Liffe’s credit exposure.

BlueNext. We hold a 60% interest in BlueNext with the remaining 40% held by Caisse des Dépôts. BlueNext operates a spot market in carbon dioxide (CO₂) emission allowances and credits that is the European leader in the field, from trading through to worldwide delivery-versus-payment settlement in real time. BlueNext seeks to establish a leading position in trading in environment-related instruments. BlueNext has also launched a futures market with physical delivery of allowances and credits.

Listings

Through our listing venues—the NYSE, NYSE Arca and NYSE Amex in the United States, and Euronext and NYSE Alternext in Europe—we are the leading global exchange brand and a premier capital-raising venue. We constantly seek to optimize our listing standards to make sure we are offering a range of listing venues to companies across the growth cycle. As of December 31, 2008:

• Our exchanges were home to over 4,900 listed issuers from 58 countries, including operating companies, closed-end funds and ETPs, representing an aggregate market capitalization of over $16.7 trillion, which is larger than the next five largest exchange groups combined.

• Companies listed on our exchanges represented approximately 93% of the publicly traded companies that constitute the Dow Jones Industrial Average, 82% of the stocks included in the S&P 500 Index and 50% of the companies comprising the EUROSTOXX 50 Index.

• We listed, on a primary or secondary basis, 69 of the world’s 100 largest companies, based on market capitalization.

In 2008, our U.S. and European equities markets attracted 1,201 new listings. IPOs on our markets raised a total of approximately $67.6 billion in proceeds, including proceeds from closed-end funds and structured products. Excluding closed-end funds and ETPs, IPOs on our markets raised a total of $27.1 billion, more than any other exchange group.

United States

We offer our listed companies in the United States a comprehensive suite of services to increase their visibility with existing and prospective investors, to expand their capital market intelligence and to provide educational services and best practices solutions. These services leverage web-based technology, unique

8

analytics and NYSE-sponsored programs. For example, the NYSE sponsors virtual forums, as well as domestic and international conferences, to provide issuers access to global institutional and retail investors. In 2008, we expanded the products and services we provide to our issuers. These services include the NYSE Market Access Center (“MAC”), MAC Alerts and MAC Capital Markets desk. The NYSE MAC is a comprehensive investor relations and market intelligence service for senior executives at NYSE-listed companies. The NYSE MAC, which offers an electronic alerts system and a team of NYSE-based market professionals, is designed to provide timely access to market-moving information such as analysts’ rating changes, earnings announcements, companies added or deleted from major indexes, and pre- and post- market trading activity. Additionally, NYSEnet, a password-protected website for senior executives, provides data relating to proprietary trading, institutional ownership and market activity. A market focus report is delivered to issuers at the beginning, middle and end of each day to provide a summary of daily trading activity. The NYSE has also developed eGovDirect.com, an interactive, web-based tool that helps listed companies meet their NYSE governance and compliance requirements efficiently and economically. We also entered into partnership agreements with Thomson and Ipreo to provide stockholder information and web hosting offerings to our customers. Additionally, in connection with listings, we on occasion commit to provide advertising, investor education and other services to issuers. We expect to continue to invest in products and services for the benefit of our listed companies.

In 2008, we adopted new initial listing standards on the NYSE. These standards were designed to capture a larger percentage of qualified issuers and attract more emerging growth companies as a competitive alternative to Nasdaq, particularly with respect to technology companies. Growth companies will be able to leverage many of the unique and innovative benefits that are provided to NYSE-listed companies, including an affiliation with one of the world’s leading brands, a dedicated liquidity provider, exceptional market quality and a wide range of value-added products and services.

Europe

We have developed a broad range of services to meet the needs of Euronext listed companies. Each Euronext issuer receives personalized support through a team of dedicated account managers. Companies listed on Euronext benefit from secure online tools, such as “Mylisting.euronext.com,” a web-based technology that provides real time information and data on listed stocks and offers issuer-customized alerts and a range of other services. We offer training workshops and information sessions to better inform and educate issuers on new regulations and related legal matters, as well as practical guidance on investor relations and communication matters.

Through close cooperation with the regulators of the financial markets in each of the EU member states where Euronext operates, Euronext has adopted a harmonized rulebook that sets out a unified set of listing standards with which issuers must comply, regardless of which of Euronext’s markets (Paris, Brussels, Amsterdam, Lisbon) is chosen as the entry point. These harmonized listing standards and the local applicable rules from Euronext Rulebook II set forth the criteria required for the listing of securities on Euronext’s exchanges, as well as ongoing requirements, particularly with respect to financial reporting. We seek to attract emerging growth companies through NYSE Alternext, which has less stringent listing standards and ongoing reporting requirements than Euronext.

Market Data

The broad distribution of accurate and reliable real-time market data is essential to the proper functioning of any securities market because it enables market professionals and investors to make informed trading decisions. The quality of our market data, our world-class collection and distribution facilities, and the ability of traders to act on the data we provide, attract order flow to our exchanges and reinforce our brand. Our primary market data services include the provision of real-time information relating to price, transaction or order data on all of the instruments traded on the cash and derivatives markets of our exchanges.

9

United States

In the United States, we provide two types of market data products and services: core data products, or those governed by NMS plans, and non-core, or proprietary data products.

Core Data Products. The SEC requires securities markets to join together in consolidating their bids, offers and last sale prices for each security, and to provide this information to the public on an integrated basis. We work with other markets to make our U.S. market data available, on a consolidated basis, on what is often referred to as the “consolidated tape.” The data resulting from the consolidated tape is also referred to as “core data.” This intermarket cooperative effort provides the investing public with the reported transaction prices and the best bid and offer for each security, regardless of the market from which a quote is reported or on which market a trade takes place.

Last sale prices and quotes in NYSE-listed securities are disseminated through Tape A, which provides the majority of our market data revenues. We also receive a share of the revenues from Tape B and Tape C, which represent data related to trading of securities (including ETPs) that are listed on NYSE Amex and other regional exchanges, and Nasdaq, respectively. Over the past two decades, we have expanded our market data business by accessing new customers, in particular nonprofessional subscribers and cable television audiences.

Non-Core Data Products. We make certain market data available independently of other markets, which is known as non-core or proprietary data. We package this type of market data as trading products (such as NYSE OpenBook, through which the NYSE makes available all limit orders) and analytic products (such as TAQ Data, NYSE Broker Volume and a variety of other databases that are made available other than in real-time and that are generally used by analytic traders, researchers and academics). These products are proprietary to us, and we do not share the revenues that they generate with other markets.

Revenues for our proprietary data products have grown over the last few years, driven in large part by the success of NYSE OpenBook, which the NYSE introduced in 2002. The advent of trading in penny increments and the increased use of “black box” trading tools accelerated the success of NYSE OpenBook.

In June 2008, NYSE introduced NYSE Real-Time Reference Prices, a data product that enables Internet and media organizations to buy real-time, last sale prices from the NYSE and provide it broadly and free of charge to the public. Google Finance and CNBC were the first organizations to make the product available to the public. In November 2008, NYSE Arca last sale prices were made available through this product.

NYSE Arca also makes certain market data available independent of other markets. Through ArcaVision, NYSE Arca provides listed companies, traders and investors with a tailored and customizable means to view detailed market data on particular stocks and market trends. Another data product, ArcaBook, displays the limit order book of securities traded on NYSE Arca in real time.

The pricing for U.S. market data products must be approved by the SEC on the basis of whether prices are fair, reasonable and non-discriminatory. In December 2008, the SEC issued an order permitting U.S. exchanges to make their proprietary information products more readily available to the market in response to the demands of customers.

Europe

Unlike in the United States, European market data is not consolidated. In Europe, we distribute and sell both real-time and proprietary market information to data vendors (such as Reuters and Bloomberg), as well as financial institutions and individual investors.

Real-Time Market Data. Our main data services activity is the distribution of real-time market data. This data includes price, transaction and order book data on all of the instruments traded on the cash and derivatives

10

markets of Euronext, as well as information about Euronext’s indexes. The data is marketed in different information products, and can be packaged according to the type of instrument (shares, derivatives or indexes), the depth of the information (depth of the order book, number of lines of bid and ask prices), and the type of customer (professional or private). The data is disseminated primarily via data vendors, but also directly to financial institutions and other service providers in the financial sector.

Other Information Products. In addition to real-time market data, Euronext also provides historical and analytical data services as well as reference and corporate action data services.

Through our product NextHistory, targeted at professionals in the financial industry, we offer access to historical data for all of our European markets via the Internet or DVD. Through our Index File Service, we also provide traders, analysts, investors and others who rely on up-to-date index information with daily information on the exact composition and weighting of our indexes and precise details of changes in index levels and constituent share prices.

Our market snapshots service in Europe provides full market overviews—including, but not limited to, quotes, prices and volumes relating to the full array of financial instruments traded on Euronext—at fixed times every trading day. Through our Masterfiles service, we offer comprehensive information on the characteristics of all warrants and certificates for listed securities on Euronext markets. Another service delivers information concerning corporate actions to the market.

Our TradeCheck service, launched in October 2008, is designed to help buy side and sell side firms to demonstrate best execution to their customers and regulators. The product is web-based and allows users to perform post trade (T+1) verifications via three services: execution quality analysis, transaction quality analysis and order book replay. TradeCheck encompasses all the main markets of the European Economic Area that are covered by MiFID.

Finally, we publish a number of daily official price lists, such as the Cote officielle in Paris, the Daily Bulletin in Lisbon and the Amsterdam Daily Official List.

Corporate News Distribution and Investor Relations Services. In 2006, Euronext acquired Companynews and Hugin AS in order to meet the demand for specialized services in corporate news distribution resulting from the European Transparency Directive, which took effect in January 2007. This Directive requires that listed companies adhere to minimum requirements in disclosing price sensitive information. The business today operates under a single company, Hugin B.V., and a single brand, Hugin.

Indexes & Index Services

We have a portfolio of over 300 benchmark and strategy indexes that measure different segments of the NYSE Euronext and global markets. We have licensed many of our indexes to asset managers for use in ETFs that are listed on our exchanges. As of December 31, 2008, such traded products represented over $12 billion in assets under management. Index licensing for the listed and OTC structured product markets has grown at double-digit rates over the last few years in both Europe and the United States.

We also offer third-party index calculation services for ETFs and other structured products, which we believe is important to the development of such products on our exchanges, as it allows us to leverage our technology and understanding of traded products to better serve investors. All of our index services are designed to offer our clients more tools and services to support the listing and trading of their products.

NYSE Indexes. We maintain nine NYSE benchmark indexes. NYSE established its first index, the NYSE Composite Index, in 1966 to provide a comprehensive measure of the performance of all of the common stocks listed on the NYSE. Four other NYSE-branded indices were launched in June 2002, followed by three single-sector indexes, all of which are composed entirely of NYSE-listed companies.

11

Euronext Indexes. Through our European subsidiary, Euronext Indices B.V., we maintain and improve approximately 200 existing indexes, including the flagship AEX, BEL 20, CAC 40, PSI 20 and Euronext 100 indexes, and develop new ones when added value for market participants is identified. Companies listed on Euronext are indexed according to size, segments and sectors, per national market as well as Euronext wide. Our primary European indexes include the following:

	Euronext Amsterdam	Euronext Brussels	Euronext Lisbon	Euronext Paris	Euronext wide
Blue chip	AEX	BEL 20	PSI 20	CAC 40	NextCAC 70 Euronext 100
Midcap	AMX	BEL Mid		CAC Next 20 CAC Mid 100 SBF 120 SBF 80 CAC Mid & Small 190	Next 150
Small cap Specialized sector/segment Indexes	AScX	BEL Small		CAC Small 90 CAC IT 20	NextPrime NextEconomy NYSE Alternext
All Share Indexes	AAX	BAS	PSI Geral	CAC 500/SBF 250
Sector Indexes (All share)	Dutch ICB Industries & Sectors indexes	Belgian ICB Industries & Sectors indexes	Portuguese ICB Industries indexes	French ICB Industries & Sectors indexes

NYSE Arca Indexes. Following the acquisition of NYSE Amex, NYSE Arca has increased the number of index offerings from two to over 30. The NYSE Arca indexes provide measurement tools for all types of investment categories regardless of listing venue. Many of the indexes are widely followed as the bases for ETPs, structured products and listed index options.

Intellidex Indexes. We also own the Intellidex indexes, which consist of 40 indexes covering the U.S. listed marketplace and various sectors, industries, and size and style boxes. We have exclusively licensed these indexes to INVESCO PowerShares Capital Management LLC to use as the underlying indexes for ETFs in the United States.

Technology

Technology is a key component of our business strategy, and we regard it as crucial to our success. Our technological initiatives are focused on satisfying the following objectives:

• Functionality—Our technologies are designed to support business-driven requirements and should be delivered on a timely basis with minimal defects. We continually assess the need to enhance our functionality in response to changing customer needs and evolving competitive and trading environments. In addition, our technologies must provide for regulatory effectiveness and are designed to support market surveillance and enforcement.

• Performance—Our trading technologies are designed to provide fast and competitive response times, which are critical to operating successful electronic markets. We continually evaluate system performance in terms of its speed, reliability, scalability and capacity.

• Capacity/Scalability—Our systems must be highly scalable, enabling us to meet anticipated growth in trading multi-asset classes in multiple markets by participants globally. We are committed to investing

12

in systems capacity to ensure that our markets can maintain investor access during unusual peaks in trading activity or in response to other business-driven requirements.

• Reliability—Our systems are designed to be reliable and resilient to maintain investor trust and confidence. We continually evaluate our business continuity plans, including the availability and functionality of back-up data centers and back-up trading floors.

• Total cost of ownership—We believe that our systems and operating environment should be managed with a competitive cost structure.

NYSE Technologies

Beginning in the first quarter of 2009, we manage our global technology business through NYXT. NYXT supports trading on our markets, and is a leading provider of information technology solutions for exchanges, clearing houses and financial intermediaries. NYXT provides solutions across the entire range of activities of the exchange business, from exchange trading and trade support to post-trade activities. NYXT provides our exchanges and third-party exchanges with trade services such as the capture, booking, routing, and matching of trading orders, as well as linkages to other marketplaces. NYXT’s trade support services, offered primarily to banks and brokers, include deal capture and trade administration, trade confirmation, position monitoring, risk control, portfolio management, and back-office services.

Some of the major systems, platforms and services offered by NYXT include:

• NSC—A cash trading system for equity securities, bonds and other products, currently used by 17 financial marketplaces worldwide on four continents.

• LIFFE CONNECT—An electronic trading platform for futures and options used by NYSE Liffe’s five derivatives exchanges and the Toronto Futures Exchange.

• SFTI—A rapidly expanding physical network infrastructure that connects our markets and other major market centers with more than 1,000 market participants in the United States and Europe.

• PAM—A market-access workstation used by traders to view market information and send and manage financial exchange orders.

• ARAMIS—A real-time financial market supervision tool used by market regulators and supervision teams to ensure market integrity.

• SARA—An international (G30) standards-compliant solution for clearing, settlement and depository.

• TRS-CPS—A combined post-trade management and clearing solution used by NYSE Liffe’s London derivatives market, ICE Futures and LCH.Clearnet.

• Wombat—Wombat Financial Software, Inc. (“Wombat”) is a leading provider of data management technology that assists our customers in managing, processing, and analyzing market data from our markets and others around the world.

• TransactTools—A suite of technologies that enables investment banks, broker-dealers and other customers access to electronic trading.

Global Technology Initiative

We are integrating our technologies globally to establish a single universal trading platform that enables market participants to trade across multiple asset classes, markets, geographies and time zones. This global technology initiative involves several upgrades to our current architecture, using technologies acquired through strategic initiatives and acquisitions. This initiative will involve the simplification and convergence of our systems into a single global electronic trading platform, comprised of a UTP for equities (UTP-Equities) and derivatives (UTP-Derivatives) trading. We began this initiative in 2007 and have completed the migration of our

13

European bond market to UTP. We are currently in the process of migrating our U.S. platforms to a common customer gateway, a key component of our UTP architecture that will provide a single method for market participants globally to access our markets, products and services. We expect the migration of our remaining European platforms will follow with the objective of establishing UTP to support all our cash markets in Europe. In the final phase of our platform integration, we intend to integrate our European and U.S. derivatives platforms into UTP. We expect to begin the final phase of the roll-out of UTP to all of our markets in 2009, and be complete in early 2010.

As part of leveraging our global platform, we intend to consolidate all of our existing networks to a single global SFTI network, a secure, high-performance network that offers exchanges both resiliency and performance. SFTI connects all NMS market centers in the United States and is expanding to link major and emerging markets around the globe. Through this single network, trading firms and investors can connect to real-time information and trading, while financial markets can provide customers with access to their data and execution services regardless of their trading platform or interfaces. Customers gain access to SFTI market centers via direct circuit to a SFTI access point or through a third-party service bureau or extranet provider. SFTI connects major market centers and over 1,000 market participants in the United States and Europe.

Data Centers

To enhance the capacity and reliability of our systems, we have established data centers in Boston, Chicago, New York, San Francisco, and Northern New Jersey totaling approximately 125,000 sq. ft. in size. Our European business is supported by data centers in London (12,900 sq. ft.) and Paris (15,600 sq. ft.). We are in the process of consolidating our data centers in the United States and Europe, and have commenced construction of two of the new global data centers, which we expect to complete by the end of 2010.

We seek to ensure the integrity of our data network through a variety of methods, including access restrictions and firewalls. We monitor traffic and components of our data network, and use an application to detect network intrusions and monitor external traffic. Customer circuits and routers are monitored around the clock and anomalies in customer circuits are reported to its staff and carrier support personnel for resolution.

Intellectual Property

We own the rights to a large number of trademarks, service marks, domain names and trade names in the United States, Europe and in other parts of the world. We have registered many of our most important trademarks in the United States and other countries. We hold the rights to a number of patents and have made a number of patent applications. However, we do not engage in any material licensing of these patents nor are these patents, individually or in the aggregate, material to our business. We also own the copyright to a variety of material. Those copyrights, some of which are registered, include printed and online publications, web sites, advertisements, educational material, graphic presentations and other literature, both textual and electronic. We attempt to protect our intellectual property rights by relying on trademarks, copyright, database rights, trade secrets, restrictions on disclosure and other methods.

Employees

As of December 31, 2008, we employed 3,757 full-time equivalent employees. Overall, we consider our relations with our employees, as well as our relations with any related collective bargaining units or worker’s councils, to be good.

14

Competition

Order Execution

United States

In the United States, we face significant competition with respect to cash trading and derivatives trading, and this competition is expected to intensify in the future. Our current and prospective competitors include regulated markets, electronic communication networks and other alternative trading systems, market makers and other execution venues. We also face growing competition from large brokers and customers that may assume the role of principal and act as counterparty to orders originating from retail customers, or by matching their respective order flows through bilateral trading arrangements. We compete with such market participants in a variety of ways, including the cost, quality and speed of trade execution, liquidity, the functionality, ease of use and performance of trading systems, the range of products and services offered to trading participants and listed companies, technological innovation and reputation.

We also face intense price competition. Our competitors have and may continue to seek to increase their share of trading by reducing their transaction fees, by offering larger liquidity payments, or by offering other forms of financial incentives. As a result, we could lose a substantial percentage of our share of trading if we are unable to price transactions in a competitive manner, or our profit margins could decline if we reduce or otherwise alter our transaction pricing.

Derivatives. NYSE Liffe US, NYSE Arca and NYSE Amex face considerable competition in derivatives trading. Their principal U.S. competitors are the CME Group Inc., Chicago Board Options Exchange (“CBOE”), the International Securities Exchange, BATS, the Boston Options Exchange and the Nasdaq OMX. The CBOE recently announced that it expects to complete its demutualization shortly, which it believes will enhance its ability to compete more effectively.

NYSE Liffe US also experiences substantial competition in its futures business. Its primary competitors include the incumbent exchange groups, IntercontinentalExchange and the CME Group Inc., which acquired NYMEX in 2008, as well as start-ups such as ELX Futures, L.P., backed by a consortium of banks and other market participants.

Europe

In Europe, we face significant and growing competition from trading services provided by a wide array of alternative off-exchange trading venues. We also face competition from large brokers and customers, who have the ability to divert trading volumes from us in one of two ways. First, large banks may assume the role of principal and act as counterparty to orders originating from retail investors, thus “internalizing” order flow that would otherwise be traded on an exchange. Second, banks and brokers may enter into bilateral trading arrangements by matching their respective order flows, thus bypassing our markets. Furthermore, we compete with an array of automated multi-lateral trading platforms, such as BATS, Turquoise, Nasdaq OMX, and Chi-X. The competitive significance of these various alternate trading venues is likely to increase substantially in the future, with the regulatory environment in Europe becoming more hospitable to off-exchange trading.

Derivatives. NYSE Liffe competes with a number of international derivatives exchanges, most notably Eurex, which is the derivatives platform operated by Deutsche Börse, the CME Group Inc. and the OTC markets. We expect that NYSE Liffe will be subject to intense competition with respect to its CDS clearing activities. Several competitors, including the CME Group Inc. and Citadel Investment Group and Eurex have announced that they intend to start, and the Intercontinental Exchange has started, providing centralized clearing of CDS. Our Bluenext joint venture competes with a number of international derivatives exchanges, including the European Climate Exchange, Eurex and the CME Group Inc., in the trading of CO₂ emission allowances, and Nasdaq OMX recently announced that it intends to expand into energy and carbon derivatives.

15

Listings

United States

Our principal competitor for listings in the United States is Nasdaq OMX. The U.S. capital markets face competition for foreign issuer listings from a number of stock exchanges outside the United States, including London Stock Exchange plc, Deutsche Börse Group and exchanges in Tokyo, Hong Kong, Toronto, Singapore and Australia. As other liquidity venues seek exchange status, we may face more competition for listings. The legal and regulatory environment in the United States may make it difficult for us to compete with non-U.S. securities exchanges for the secondary listings of non-U.S. companies and primary listings of U.S. companies.

Europe

In Europe, we do not currently face significant competition in providing primary listing services to issuers based in Euronext’s home markets because most issuing companies seek to list their shares only once on their respective domestic exchange. Accordingly, Belgian, Dutch, French and Portuguese companies typically obtain a primary listing on the relevant regulated national exchange operated by Euronext, and are admitted to trading either on Euronext, or, in the case of certain small- to medium-sized companies, NYSE Alternext. With the exception of ETPs, there are no competing regulated exchanges offering primary corporate listing services in Euronext’s home territories. Therefore no material competition exists in respect of those issuers located in Euronext’s home markets that seek a primary listing. Competition does exist, however, with MEDIP, a regulated market operated in Portugal by MTS Portugal, which provides a platform for the wholesale trading between specialists of Portuguese government bonds.

Euronext also competes with other exchanges worldwide to provide secondary listing services to issuers located outside of Euronext’s home territories and primary listing services to those issuers that do not have access to a well-developed domestic exchange.

Technology

The market for our commercial trading and information technology services solutions is intensely competitive and characterized by rapidly changing technology, evolving industry standards and frequent new product and service installations. We expect competition for these services to increase both from existing competitors and new market entrants. We compete primarily on the basis of performance of services, return on investment in terms of cost savings and new revenue opportunities for our customers, scalability, ease of implementation and use of service, customer support and price. In addition, potential customers may decide to purchase or develop their own trading and other technology solutions rather than rely on an externally managed services provider like us.

Financial Information About Segments and Geographic Areas

For financial information regarding our operating and geographic segments, see Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Item 8—“Financial Statements and Supplementary Data.”

16

REGULATION

We are committed to cooperative, multilateral regulation, yet we maintain the strong and effective local regulatory frameworks that have been successfully established within the United States and Europe. We recognize that the existing local regulatory frameworks play an invaluable role in enhancing our value and reputation as well as the value and reputation of the listed companies and member organizations of our exchanges.

United States

U.S. federal securities laws have established a two-tiered system for the regulation of securities markets and market participants. The first tier consists of the SEC, which has primary responsibility for enforcing federal securities laws and regulations and is subject to Congressional oversight. The second tier consists of the regulatory responsibilities of self-regulatory organizations (“SROs”), over their members. SROs are non-governmental entities that are registered with, and regulated by, the SEC.

Securities industry SROs are an essential component of the regulatory scheme of the Exchange Act for providing fair and orderly markets and protecting investors. To be a registered national securities exchange, an exchange must be able to carry out, and comply with, the purposes of the Exchange Act and the rules and regulations under the Exchange Act. In addition, as an SRO, an exchange must be able to enforce compliance by its members, and individuals associated with its members, with the provisions of the Exchange Act, the rules and regulations under the Exchange Act and its own rules.

Broker-dealers must also register with the SEC, and members must register with an SRO, submit to federal and SRO regulation, and perform various compliance and reporting functions.

Three subsidiaries, NYSE, NYSE Arca, Inc. and NYSE Amex, as SROs, are registered with, and subject to oversight by, the SEC. Accordingly, our U.S. securities exchanges are regulated by the SEC and, in turn, are the regulators of their members. The regulatory functions of our U.S. securities exchanges are performed by NYSE Regulation, acting through its own staff and, for certain functions, utilizing staff of Financial Industry Regulatory Authority, Inc. or FINRA (formerly known as National Association of Securities Dealers, Inc., or “NASD”) pursuant to an agreement.

The operations of our new U.S. futures exchange, NYSE Liffe US, are subject to extensive regulation by the Commodity Futures Trading Commission (“CFTC”) under the Commodity Exchange Act (“CEA”). The CEA generally requires that futures trading conducted in the United States be conducted on a commodity exchange designated as a contract market by the CFTC, subject to limited exceptions. It also establishes non-financial criteria for an exchange to be designated to list futures and options contracts. Designation as a contract market for the trading of specified futures contracts is non-exclusive. This means that the CFTC may designate additional exchanges as contract markets for trading in the same or similar contracts. As a DCM, NYSE Liffe US is an SRO that has instituted detailed rules and procedures to comply with the “core principles” applicable to it under the CEA. NYSE Liffe US also has surveillance and compliance operations and procedures performed in part by the National Futures Association, as NYSE Liffe US’s compliance service provider, to monitor and enforce compliance with its rules, and we expect that NYSE Liffe US will be periodically reviewed by the CFTC with respect to the fulfillment of NYSE Liffe US’s self-regulatory programs in these areas.

NYSE Regulation

Our U.S. securities exchanges are charged with oversight of the financial and operational status and sales-practice conduct of members and their employees, and have responsibility for regulatory review of their trading activities on those exchanges. In addition, our U.S. securities exchanges are responsible for enforcing compliance with their respective financial and corporate governance listing standards by listed companies.

17

Financial, operational and sales practice oversight over the members of our U.S. securities exchanges is generally conducted by FINRA. The remaining regulatory functions of our U.S. securities exchanges are performed by NYSE Regulation, Inc., an indirect not-for-profit subsidiary of NYSE Euronext. NYSE Regulation, employing approximately 271 people as of December 31, 2008, consists of the following three divisions:

• Listed Company Compliance;

• Market Surveillance; and

• Enforcement.

Listed Company Compliance. Our U.S. securities exchanges require their listed companies to meet their respective original listing criteria at listing, and to thereafter maintain continued compliance with their respective listing standards. The Listed Company Compliance division of NYSE Regulation monitors and enforces compliance with these standards.

Market Surveillance. The Market Surveillance division is responsible for monitoring trading activity on the facilities of our U.S. securities exchanges for violations of federal securities laws and rules and exchange trading rules, including prohibitions against insider trading and manipulation. Market Surveillance makes referrals to NYSE Regulation Enforcement or the SEC Division of Enforcement, as appropriate.

Enforcement. The Enforcement division investigates and prosecutes member violations of the rules of our U.S. securities exchanges and U.S. federal securities laws and regulations relating to trading on our U.S. securities exchanges. Enforcement cases can include reporting and supervisory violations, misconduct on the trading floor, insider trading, market manipulation, books and records deficiencies and other abusive trading practices.

Structure, Organization and Governance of NYSE Regulation

NYSE Regulation has undertaken to perform the regulatory functions of our U.S. securities exchanges. We have an agreement with NYSE Regulation to provide it adequate funding to allow it to conduct these regulatory activities. NYSE Regulation can levy fines on members as part of disciplinary action. Income from fines is used only to fund non-compensation expenses of NYSE Regulation. The use of fine income by NYSE Regulation is subject to specific review and approval by the NYSE Regulation board of directors. No regulatory fees, fines or penalties collected by NYSE Regulation may be distributed to any entity other than NYSE Regulation.

NYSE Regulation incorporates several structural and governance features designed to ensure its independence, given our status as a for-profit and listed company. NYSE Regulation is a separately incorporated, not-for-profit entity. Each director of NYSE Regulation (other than its chief executive officer) must be independent under the independence policy of the NYSE Euronext board of directors, and a majority of the members of the NYSE Regulation board of directors and its compensation committee and nominating and governance committee must be persons who are not directors of NYSE Euronext. The chief executive officer of NYSE Regulation is also not permitted to be an officer or employee of any affiliated unit other than NYSE Regulation and reports solely to the NYSE Regulation board of directors.

To reduce the conflicts that can arise from “self listing,” NYSE Regulation is responsible for all listing compliance decisions with respect to NYSE Euronext’s listing on the NYSE. In addition, NYSE Regulation prepares for its board of directors quarterly reports summarizing its monitoring of NYSE Euronext’s compliance with NYSE listing standards, and its monitoring of the trading of NYSE Euronext’s common stock. A copy of these reports must be forwarded to the SEC. In addition, NYSE rules require an annual review by an independent accounting firm to ensure that NYSE Euronext is in compliance with the listing requirements, and a copy of this report must be forwarded to the SEC.

NYSE Regulation has adopted structural and governance standards in compliance with applicable U.S. federal securities laws, and in particular, Section 6 of the Exchange Act with respect to fair representation of members.

18

Regulatory Auditor

In April 2005, the SEC instituted and simultaneously settled an administrative proceeding against the NYSE. The SEC’s action related to detection and prevention of activities of specialists who engaged in unlawful proprietary trading on the floor of the NYSE. As part of the settlement, the NYSE agreed to comply with certain undertakings, one of which was to retain a third party regulatory auditor to conduct, every two years through 2011, a comprehensive regulatory audit of NYSE Regulation’s surveillance, examination, investigation and disciplinary programs applicable to specialists and other floor members. The SEC order relating to the settlement provides that the regulatory auditor is required to report the auditor’s conclusions to the NYSE board and to the SEC, and those conclusions are to be included in NYSE’s annual report. Accordingly, the conclusions of the regulatory auditor, James H. Cheek, III and Bass, Berry & Sims PLC, as reported to NYSE on February 26, 2009, are as follows:

“Pursuant to our retention as contemplated in that certain Order of the [SEC] dated April 12, 2005 (the “2005 Order”), we have conducted a comprehensive regulatory audit (the “Regulatory Audit”) of the surveillance, examination, investigation and disciplinary programs of [NYSE Regulation] applicable to specialists, member firm floor brokers, independent floor brokers, registered competitive market makers and competitive traders (collectively, “Floor Members”) for the two years ended December 31, 2008 (the “Audit Period”).

Based on our audit procedures and our consideration of the factors and assessments set forth in our confidential regulatory audit report (the “Audit Report”) to the Boards of Directors of NYSE Euronext and NYSE Regulation, the Director of the Office of Compliance Inspections and Examinations (“OCIE”) and the Director of the Division of Trading and Markets (“Trading and Markets”) and such other matters as we have deemed appropriate, we have concluded that during the Audit Period, notwithstanding certain weaknesses that we have identified, including those set forth in the Audit Report: (1) NYSE Regulation’s policies and procedures were reasonably designed and effective to detect and deter violations of all applicable federal securities laws and [NYSE] rules relating to trading by Floor Members; (2) NYSE Regulation was (i) in compliance with the above-referenced policies and procedures; and (ii) in compliance with the outstanding written recommendations made by OCIE or Trading and Markets relating to compliance with rules, or surveillance for rule violations, with respect to trading by Floor Members; and (3) the [NYSE] was in compliance with any outstanding undertakings contained in the 2005 Order and that certain Order of the SEC dated June 29, 1999 issued against the [NYSE].

Because of its inherent limitations, no regulatory program or audit can provide absolute assurance that violations of federal securities laws and Exchange rules relating to trading by Floor Members will not occur or go undetected. Also, the continued reasonableness of design and effectiveness of NYSE Regulation’s policies and procedures in future periods is subject to the risk that such policies and procedures may become inadequate or ineffective because of changes in business or regulatory conditions or that the degree of compliance with such policies and procedures may deteriorate.”

American Stock Exchange

Prior to our acquisition of the American Stock Exchange (“Amex,” now NYSE Amex), Amex was subject to an SEC investigation into its various business and related regulatory oversight functions. In March 2007, the SEC approved Amex’s settlement offer, which included, among other things, a commitment to engage a third-party auditor to conduct three audits to determine and confirm that Amex’s regulatory policies and procedures are reasonably designed and effective to ensure compliance with, and to deter violations of, the federal securities laws and all Amex rules. In addition, Amex entered into a regulatory services agreement with FINRA.

The SEC order relating to the settlement provides that the auditor is required to report its opinion to the Amex’s Board of Governors and to the SEC, and the audit opinion is to be included in the Amex’s annual report.

19

The opinion of the Amex’s regulatory auditor, Daylight Forensic & Advisory LLC (“Daylight”), was dated June 10, 2008. As the Amex did not have an annual report at or after that date, the conclusion provided in the Daylight report follows:

“Daylight’s audit found that, overall, the Amex’s surveillance, examination, investigation and disciplinary programs relating to trading applicable to all floor members are well controlled, given the challenges presented by the IT issues. Pursuant to the [order of the SEC Instituting Administrative and Cease-and-Desist Proceedings, Making Findings and Imposing Remedial Sanctions, a Censure and a Cease-and-Desist Order Pursuant to Sections 19(h)(1) and 21C of the Securities Exchange Act of 1934, Release No. 55507/March 22, 2007, File No. 3-12594 (“2007 SEC Order”)] Daylight made the following determinations:

*                *                *

Overall, the Amex’s trading policies and procedures are reasonably designed and effective to ensure compliance with and to detect and deter violations of federal securities laws and the Amex’s trading rules. The Amex has made significant improvements to the design of the policies and procedures. The audit revealed two weaknesses related to the enforcement program and two observations concerning the examination program, related to the design of the policies and procedures. The audit found no issues with the design of the surveillance program’s policies and procedures. Daylight understands that Amex is working on solutions for the issues noted. Overall, these issues do not significantly impair the policies and procedures’ ability to effectively ensure compliance.

*                *                *

Overall, the Amex complies with its policies and procedures. The Amex has made significant improvements in complying with their policies and procedures since the events that gave rise to the 2007 SEC Order. The audit revealed five weaknesses and 25 observations related to the surveillance program, 10 observations concerning the examination program and 13 observations concerning the enforcement program, related to compliance with the policies and procedures. Daylight understands that Amex is working on solutions for the issues noted. Overall, these issues do not significantly impair the Amex’s compliance with their policies and procedures.

*                *                *

The Amex is in compliance with…commitments…to OCIE and the Division of [Trading and Markets relating to compliance with trading rules on surveillance for trading rule violations].

The Amex is in compliance with the commitments identified in the 2007 SEC Order.

*                *                *

The Amex is in compliance with commitments contained in section IV.B.f. of the [order issued by the SEC on September 11, 2000].”

Europe

Euronext operates exchanges in five European countries. Each of the Euronext exchanges and Eurnonext N.V. holds an exchange license granted by the relevant national exchange regulatory authority and operates under its supervision. Each market operator is also subject to national laws and regulations in its jurisdiction in addition to the requirements imposed by the national exchange authority and, in some cases, the central bank and/or the finance ministry in the relevant European country. Regulation of Euronext and its constituent markets is conducted in a coordinated fashion by the respective national regulatory authorities pursuant to memoranda of understanding relating to the cash and derivatives markets.

20

The integration of Euronext’s trading platforms has been fostered and accompanied by regulatory harmonization. A single rulebook governs trading on Euronext’s cash and derivatives markets, which contains a set of harmonized rules and a set of exchange-specific rules.

Regulation of Euronext

The regulatory framework in which Euronext operates is substantially influenced and partly governed by European directives in the financial services area. In November 2007, MiFID went into effect. MiFID is one of the key directives in the Financial Services Action Plan (“FSAP”), which was adopted by the EU in 1999 in order to create a single market for financial services by harmonizing the member states’ rules on securities, banking, insurance, mortgages, pensions and all other financial transactions.

The progressive implementation by European member states of the FSAP directives has enabled and increased the degree of harmonization of the regulatory regime for financial services, offering, listing, trading and market abuse. In addition, the implementation of MiFID by the European member states has resulted in a reinforcement of the regulators’ authority and control over market operators’ governance, shareholders and organization.

Group-Wide Supervision and Regulation

The national regulators of the Euronext exchanges are parties to two Memoranda of Understanding (“MOUs”) that provide a framework to coordinate their supervision of Euronext and of the markets operated by the Euronext group. Within the framework of the first MOU, Euronext’s regulators agreed to develop and implement a coordinated approach with respect to the supervision of the Euronext markets. Representatives of Euronext’s regulatory authorities meet in working groups on a regular basis in order to coordinate their actions in areas of common interest and agree upon measures to promote harmonization of their respective national regulations.

At the time that Euronext was formed in 2000, Euronext N.V. received from the Dutch authorities a joint exchange license together with Euronext Amsterdam to operate regulated markets, which means that it is also subject to the regulation and supervision of the Dutch Minister of Finance and the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten, or “AFM”). Powers of the Dutch Minister of Finance and the AFM include a veto or approval rights over (i) the direct or indirect acquisition of more than 10% of the shares in a market operator, (ii) the appointment of the policy makers of the market operators, (iii) any mergers, cross-shareholdings and joint ventures, and (iv) any actions that may affect the proper operation of the Dutch exchanges.

National Regulation

Euronext’s European market operators hold licenses for operating the following EU regulated markets:

• Euronext Amsterdam operates two regulated markets: one stock market (Euronext Amsterdam) and one derivatives market (Euronext Amsterdam Derivatives Market, i.e., the Amsterdam market of NYSE Liffe);

• Euronext Brussels operates two regulated markets: one stock market (Euronext Brussels) and one derivatives market (Euronext Brussels Derivatives Market, i.e., the Brussels market of NYSE Liffe);

• Euronext Lisbon operates two regulated markets: one stock market (Euronext Lisbon) and one derivatives market (Euronext Lisbon Futures and Options Market, i.e., the Lisbon market of NYSE Liffe);

• Euronext Paris operates three regulated markets: one stock market (Euronext Paris) and two derivatives markets (MONEP and MATIF, i.e., the Paris market of NYSE Liffe); and

• Liffe Administration and Management operates one regulated market, a derivatives market (the London International Financial Futures and Options Exchange, i.e., the London market of NYSE Liffe). Through the NYSE Liffe Clearing transaction, the London market of NYSE Liffe will become the central counterparty to trades on its market.

21

Each market operator also operates a number of markets that do not fall within the EU definition of “regulated markets.” Each market operator is subject to national laws and regulations pursuant to its market operator status.

Euronext Amsterdam

Operation of a regulated market in the Netherlands is subject to prior license by the Dutch Minister of Finance who may, at any time, amend or revoke this license if necessary to ensure the proper functioning of the markets or the protection of investors. The license may also be revoked for non-compliance with applicable rules. AFM, together with De Nederlandsche Bank, acts as the regulatory authority for members of Euronext Amsterdam, supervises the primary and secondary markets, ensures compliance with market rules and monitors clearing and settlement operations. The Dutch Minister of Finance also issues declarations of no objection in connection with the acquisition of significant shareholdings in the operator of a regulated market in the Netherlands.

Euronext Brussels

Euronext Brussels is governed by the Belgian Act of August 2, 2002 and is recognized as a market undertaking according to article 16 of the Act. The Act transferred to the Commission Bancaire, Financière et des Assurances (“CBFA”) some of the responsibility previously executed by the Brussels exchange (e.g., disciplinary powers against members and issuers, control of sensitive information, supervision of markets, and investigative powers). Euronext Brussels continues to be responsible for matters such as the organization of the markets and the admission, suspension and exclusion of members and has been appointed by law as a “competent authority” within the meaning of the Listing Directive.

Euronext Lisbon

Euronext Lisbon is governed by the Portuguese Decree of Law no. 357-C/2007, which, along with the Portuguese Securities Code and regulations of the Comissão do Mercado de Valores Mobilários (“CMVM”), govern the regime for regulated and non-regulated markets, market operators and all companies with related activities in Portugal. The creation of regulated market companies requires the prior authorization in the form of a decree from the Portuguese Minister of Finance, following consultation with the CMVM. The CMVM is an independent public authority that monitors markets and market participants, public offerings and collective investment undertakings.

Euronext Paris

Euronext Paris is governed by the French Monetary and Financial Code. Under the French Monetary and Financial Code, the French Minister of Finance has the authority to confer or revoke regulated market status upon recommendation of the Autorité des Marches Financiers (“AMF”) and following an opinion from the French Banking Commission (“Commission Bancaire”). Market status is granted if the market meets specific conditions for proper operation.

In addition to its status as a market operator, Euronext Paris is approved as a specialized financial institution and is therefore governed by French banking legislation and regulations (notably the French Banking Act as amended and codified in the French Monetary and Financial Code), which means that it is subject to supervision by the Comité des Etablissements de Crédit et des Entreprises d’Investissement (“CECEI”) and the Commission Bancaire. As the relevant indirect parent company of Euronext Paris for purposes of banking regulations, Euronext is also subject to certain reporting and statutory requirements of the Commission Bancaire. As such, it must comply with certain ratios and requirements including minimum equity requirements and solvency ratios.

NYSE Liffe

LIFFE (Holdings) plc, a U.K. company, is governed by the U.K. Companies Acts of 1985, 1989 and 2006 (to the extent currently implemented). LIFFE (Holdings) has three principal regulated subsidiaries in the United Kingdom: Liffe Administration and Management, LIFFE Services Ltd. and Secfinex Ltd.

22

Liffe Administration and Management (the London market of NYSE Liffe) administers the markets for financial and commodity derivatives in London, which are overseen by the U.K. Financial Services Authority (“FSA”). In the United Kingdom, financial services legislation comes under the jurisdiction of Her Majesty’s Treasury, while responsibility for overseeing the conduct of regulated activity rests with the FSA. Liffe Administration and Management is designated as a recognized investment exchange pursuant to the U.K. Financial Services and Markets Act 2000.

LIFFE Services Ltd. is primarily a technology supplier and is governed by FSA regulations as a service company.

Secfinex Ltd is a majority owned subsidiary of LIFFE (Holdings). Its principal activity is the operation of an electronic trading facility for securities borrowing and lending. It is regulated by the FSA as an authorized person.

Additional National Regulation

The rules set forth below relating to the acquisition of an interest in a market operator apply to both direct and indirect acquisitions and, since NYSE Euronext indirectly holds 100% of its five European market operator subsidiaries, these rules also apply to the acquisition of an interest of the same size in NYSE Euronext. These rules are specific to market operators (and their holding companies) and are in addition to shareholder reporting rules applicable to listed companies generally.

• Under Dutch law, no shareholder may hold or acquire, directly or indirectly, or try to increase its stake to more than 10% of a recognized market operator without first obtaining a declaration of no-objection from the Dutch Minister of Finance.

• Under French law, the acquisition and divesture by any person or group of persons acting in a concerted manner of 10%, 20%, 33 ¹/3% or 50% of Euronext Paris shares or voting rights must be authorized by CECEI. By exception to the above, in the event that the acquisition or divesture of shares takes place outside of France between non-French persons, such acquisition or divesture need only be notified to the CECEI, which, if it determines that such transaction could adversely affect the fit and proper management of Euronext Paris, could decide to review and amend Euronext’s credit institution license.

• Also under French law, any person or group of persons acting in a concerted manner who acquires Euronext Paris shares or voting rights in excess of 10%, 20%, 33 ¹/3%, 50% or 66 ²/3% is required to inform Euronext Paris, which in turn must notify the AMF and make the information public. Any person acquiring direct or indirect control must obtain the prior approval of the Minister of Finance upon recommendation of the AMF.

• Under Belgian law, any person who intends to acquire securities in a market undertaking and who would, as a result of such acquisition, hold directly or indirectly 10% or more of the share capital or of the voting rights in that market undertaking, must provide prior notice to the CBFA. The same obligation applies each time such person intends to increase its ownership by an additional 5%.

• Under Portuguese law, a shareholder who intends to acquire, directly or indirectly, a dominant holding in a Portuguese market operator must obtain the prior authorization of the Portuguese Ministry of Finance. In addition, all entities acquiring or disposing of a holding (direct or indirect) in a market undertaking in Portugal at the level of 2%, 5%, 10%, 20%, 33 ¹/3%, 50%, 66 ²/3% and 90% of the voting rights, must notify the CMVM of the acquisition or disposal within three business days following the relevant transaction.

Listing and Financial Disclosure

The regulatory authorities that are signatories to the aforementioned MOUs have agreed to use their best efforts to harmonize their respective national rules, regulations and supervisory practices regarding listing requirements, prospectus disclosure requirements, ongoing obligations of listed companies, takeover bid rules and disclosure of large shareholdings. The rules regarding public offerings of financial instruments and

23

prospectuses as well as ongoing (ad hoc and periodic) disclosure requirements for listed companies are set forth by the Prospectus Directive and Transparency Directive which must be implemented in Euronext countries by each legislative body and regulator. Companies seeking to list and trade their securities on a Euronext market must comply with the harmonized listing requirements of Rulebook I and, following admission, with the ongoing disclosure requirements set forth by the competent authority of their home member state.

Companies may apply for admission to listing in one or more jurisdictions in which a Euronext market is located. Since the introduction of the Single Order Book, the liquidity of the multi-listed companies in Amsterdam, Brussels and Paris is concentrated as each such company is given a single security code regardless of where it is listed. However, a single point of entry for issuers allows investors from other Euronext countries to have access to the order book as far as trading is concerned. The settlement processes may still differ among the various Euronext markets but are being integrated and harmonized within the Euroclear group settlement systems, with the exception of the Portuguese market for which settlement activities will continue to be performed by Interbolsa.

Trading and Market Monitoring

MiFID, the Market Abuse Directive, CESR standards and the Euronext Rulebooks all provide minimum requirements for monitoring of trading and enforcement of rules by Euronext as the operator of regulated markets. Euronext has set up a framework to organize market monitoring by which it:

• monitors trading in order to identify breaches of the rules, disorderly trading conditions or conduct that may involve market abuse;

• reports to the relevant national regulator of breaches of rules or of legal obligations relating to market integrity; and

• monitors compliance with and enforces the Euronext Rulebooks.

Market surveillance and monitoring are implemented through a two-step process consisting of real time market surveillance and post-trade (i.e., “next day”) analysis of executed trades. In addition, Euronext ensures member compliance with its rules by conducting on site investigations and inspections.

Real time monitoring of the markets is performed by Cash Market Operations (“CMO”) and, for derivatives markets, by Liffe Market Services (“LMS”). CMO and LMS are the day-to-day first lines of contact for all market participants (members, issuers and regulators) in respect of operational issues. They monitor day-to-day activity and can take immediate action to maintain fair and orderly markets. This monitoring triggers preventative and immediate action when the functioning of the orderly market is threatened and market rules are not complied with.

Post-trade monitoring is undertaken by the Market Integrity Department in respect of the cash and continental derivatives markets and by the Audit, Investigation and Membership Unit in respect of the London derivatives market. As part of their T+1 activities, both departments have developed a set of monitoring tools that are used to detect and deter particular types of abusive behavior, such as insider trading and front running, which left unchecked could undermine investors’ confidence in the integrity of the Euronext markets. In addition, both departments undertake audits of member firms in order to ensure that members are both complying with the rules and have appropriate controls and procedures in place over specific areas of their business, such as pre- and post-trade risk management and back office functions.

CMO and LMS enforce all rules relating to trading activity on a real time basis. In this manner, suspected cases of market abuse are reported to the competent regulator (who is responsible for enforcing the Market Abuse Directive provisions in accordance with national laws and regulations) and possible infringements of Euronext rules are reported to the Market Integrity Department of Euronext.

The Market Integrity Department is also responsible for the conduct of on-site member inspections and investigations, and handles infringements of Euronext rules through enforcement action.

24

ITEM 1A. RISK FACTORS

Risks Relating to Our Industry

We face intense competition and compete globally with a broad range of market participants for listings and trading volumes.

Our industry is highly competitive. We face significant competition for listings and trading of cash equities, exchange-traded funds, closed-end funds, structured products, futures, options and other derivatives. We expect competition in our industry to intensify. Increased competition from existing and new competitors could cause our exchanges to experience a decline in their share of listing and trading activity. Such a decline would mean that we would lose the associated transaction fees and proportionate share of market data fees, and could have increased pressure on our fee levels in order to remain competitive.

Recent trends towards the liberalization and globalization of world capital markets have resulted in greater mobility of capital, greater international participation in local markets and more competition among markets in different geographical areas. As a result, global competition among listing venues, trading markets and other execution venues has become more intense. In addition, in the last several years the structure of the exchange sector has changed significantly through industry consolidation and demutualizations (in which an exchange converts from member ownership to for-profit status), trends that have contributed to a more intense competitive environment.

Our current and prospective competitors are numerous and include both traditional and non-traditional trading venues. These include regulated markets, electronic communications networks and other alternative trading systems, market makers, banks, brokers and other financial market participants. Some of these competitors are also among our largest customers. Regulatory changes enacted in the EU in 2007 facilitated the entry into our markets of MTFs that operate on a pan-European basis. In addition to increased competition from MTFs, we face significant and growing competition from financial institutions that have the ability to divert trading volumes from us. For example, banks and brokers may assume the role of principal and act as counterparty to orders originating from their customers, thus “internalizing” order flow that would otherwise be transacted on one of our exchanges. Banks and brokers may also enter into bilateral trading arrangements by matching their order flows, depriving our exchanges of potential trading volumes. We expect to face competition from new entrants into our markets, such as new MTFs and new initiatives sponsored by existing market participants such as banks and liquidity providers.

We compete with other market participants in a variety of ways, including the cost, quality and speed of trade execution, market liquidity, the functionality, ease of use and performance of trading systems, the range of products and services offered to customers and listed companies, technological innovation and reputation. Our competitors may:

• respond more quickly to competitive pressures, particularly if they are not subject to the same degree of regulatory oversight as we are;

• develop products and services that are preferred by our customers;

• price their products and services more competitively in order to gain market share;

• develop and expand their network infrastructure and service offerings more efficiently;

• utilize faster, more efficient technology;

• consolidate and form alliances, which may give their markets greater liquidity, lower costs and better pricing than we will be able to offer;

• market, promote and sell their products and services more effectively; and

• better leverage their relationships with customers and alliance partners or better exploit brand names to market and sell their services.

25

Many of our current and prospective competitors have greater financial resources than we do, and many are subject to less burdensome regulation than we face. See “—Risks Relating to Regulation—We may face competitive disadvantages if we do not receive necessary regulatory approvals for new business initiatives.” If we fail to compete successfully, our business, financial condition and operating results may be adversely affected. For more information on the competitive environment in which we operate, see Item 1—“Business—Competition.”

Our industry is characterized by intense price competition.

Our industry is characterized by intense price competition. The pricing model for trade execution for equity securities has changed in response to competitive market conditions. Some of our competitors have recently lowered the fees that they charge and increased the liquidity payments (or rebates) they provide as an incentive for providers of liquidity in certain markets. In addition, we face price competition in the fees that we charge to list securities on our exchanges. It is likely that we will continue to experience significant pricing pressures, including as a result of continuing consolidations, and that some of our competitors will seek to increase their share of trading or listings by further reducing their transaction fees, by offering larger liquidity payments or by offering other forms of financial or other incentives. Our operating results could be adversely affected as a result of these factors. For example, we could lose a substantial percentage of our share of trading if we are unable to effectively compete on price, or our profit margins could decline if we reduce pricing in response. In addition, our competitors have in the past and may in the future engage in aggressive pricing strategies. Some competitors, especially those outside of the United States, have high profit margins in business areas in which we do not engage, which may enable them to execute these strategies. This environment could lead to loss of order flow and decreased revenues, and consequently could adversely affect our business, financial condition and operating results.

Current economic conditions could negatively impact our business, financial condition and operating results.

General economic conditions affect the overall level of trading activity and new listings in securities markets. As a result, our operations are directly affected by worldwide economic conditions and economic conditions prevailing in our markets. A significant portion of our revenue depends, either directly or indirectly, on transaction-based fees that, in turn, depend on our ability to attract and maintain order flow, both in absolute terms and relative to other market centers. Adverse economic conditions may result in a decline in trading volume and demand for market data and a deterioration of the economic welfare of our listed companies, which may adversely affect our revenues and future growth. Declines in volumes may impact our market share or pricing structures. Poor economic conditions may also negatively impact new listings by reducing the number or size of securities offerings.

We also generate a significant portion of our revenues from listing fees, although this revenue has been declining in recent years. Poor economic conditions, industry-specific circumstances, capital market trends and regulatory requirements may also negatively impact new listings by reducing the number or size of securities offerings.

Recent global market and economic conditions have been difficult and volatile, in particular for financial services companies that are our most significant customers. While volatile markets can generate increased transaction volume, prolonged recessionary conditions can adversely affect trading volumes and the demand for market data, and can lead to slower collections of accounts receivable as well as increased counterparty risk. In the event of a significant and sustained decline in trading volumes, we would lose revenue, and our inability to quickly reduce infrastructure and overhead expenses would likely adversely affect our business, financial condition and operating results. In addition, we have experienced a decline in new listings and an increase in delistings of companies that no longer satisfy our continued listing standards, and these trends may continue.

26

Risks Relating to Our Business

Our share of trading in NYSE-listed securities has declined and may continue to decline.

As a result of increasing competition, our share of trading on a matched basis in NYSE-listed securities has declined from approximately 60.5% in 2007 to 45.6% in 2008. If our trading share continues to decrease relative to our competitors, we may be less attractive to market participants as a source of liquidity. This could further accelerate our loss of trading volume. Similarly, a lower trading share of NYSE-listed securities may cause issuers to question the value of an NYSE listing, which could adversely impact our listing business. If growth in our overall trading volume of NYSE-listed securities does not offset any significant decline in our trading share, or if a decline in our trading share in NYSE-listed securities makes the NYSE’s market appear less liquid, then our business, financial condition and operating results could be adversely affected.

In addition, in the United States, the allocation of market data revenues among competing market centers is tied to trading share. A decline in NYSE trading share lowers the percentage of the NMS tape pool revenues from the Consolidated Tape Association and Unlisted Trading Privileges that NYSE keeps. Declines in our trading share could also adversely affect the growth, viability and importance of some of our market data products.

Our share of trading in Euronext-listed securities has declined and may continue to decline.

In Europe, MiFID, which went into effect in November 2007, promoted competition from alternative trading platforms, or MTFs. Subsequently, a number of MTFs have been launched, or will be launched during 2009. These platforms offer trading in the securities listed on Euronext and other European regulated markets and compete directly with us for market share. In 2008 our European execution business experienced a decline of 15% in market share and this decline may continue in 2009. If our trading share continues to decrease relative to our competitors, we may be less attractive to market participants as a source of liquidity. This could further accelerate our loss of trading volume. If growth in our overall trading volume of Euronext-listed securities does not offset any significant decline in our trading share, or if a decline in our trading share in Euronext-listed securities makes the Euronext market appear less liquid, then our business, financial condition and operating results could be adversely affected.

Broad market trends and other factors beyond our control could significantly reduce demand for our services and harm our business, financial condition and operating results.

Our business, financial condition and operating results are highly dependent upon the levels of activity on our exchanges, and in particular upon the volume of financial instruments traded, the number and shares outstanding of listed issuers, the number of new listings, the number of traders in the market and similar factors. We have no direct control over these variables. Among other things, we depend more upon the relative attractiveness of the financial instruments traded on our exchanges, and the relative attractiveness of the exchanges as a market on which to trade these financial instruments, as compared to other exchanges and trading platforms. These variables are in turn influenced by economic, political and market conditions in the United States, Europe and elsewhere in the world that are beyond our control, including those described under “—Risks Relating to Our Industry—Current economic conditions could negatively impact our business, financial condition and operating results” and factors such as:

• broad trends in business and finance, including industry-specific circumstances, capital market trends and the mergers and acquisitions environment;

• terrorism and war;

• concerns over inflation and the level of institutional or retail confidence;

• changes in government monetary policy and foreign currency exchange rates;

• the availability of short-term and long-term funding and capital;

27

• the availability of alternative investment opportunities;

• changes in the level of trading activity;

• changes and volatility in the prices of securities;

• changes in tax policy;

• the level and volatility of interest rates;

• legislative and regulatory changes, including the potential for regulatory arbitrage among U.S. and non-U.S. markets if significant policy differences emerge among markets;

• the perceived attractiveness, or lack of attractiveness, of the U.S. capital markets;

• the perceived attractiveness, or lack of attractiveness, of the European capital markets; and

• unforeseen market closures or other disruptions in trading.

If levels of activity on our exchanges are adversely affected by any of the factors described above or other factors beyond our control, then our business, financial condition and operating results could also be adversely affected.

Current economic conditions could make it difficult for us to finance our operations.

Companies in many different industries have recently found it difficult to borrow money from banks and other lending sources, and have also experienced difficulty raising funds in the capital markets. Continued instability in the financial markets, as a result of recession or otherwise, may affect our cost of capital and our ability to raise capital. Our ability to raise financing could be impaired if rating agencies, lenders or investors develop a negative perception of our long-term or short-term financial prospects, or of prospects for our industry. Although we do not currently anticipate substantial difficulties in accessing the bank lending and debt capital markets when needed, if difficult market conditions continue we cannot be sure that we will be able to obtain financing on acceptable terms or at all.

If our goodwill or intangible assets become impaired we may be required to record a significant charge to earnings.

Under accounting principles generally accepted in the United States, we review our amortizable intangible assets for impairment when events or changes in circumstances indicate the carrying value may not be recoverable. Goodwill and indefinite-lived intangible assets are tested for impairment at least annually, and are also tested when factors arise that may be considered a change in circumstances indicating that the carrying value of our goodwill or intangible assets may not be recoverable, such as a decline in stock price and market capitalization, reduced future cash flow estimates, and slower growth rates in our businesses. We may be required to record a significant charge in our financial statements during the period in which any impairment of our goodwill or intangible assets is determined. For instance, in 2008 we recorded a $1,590 million non-cash charge, primarily for the impairment of certain goodwill and indefinite-lived intangible assets, driven by adverse equity market conditions that caused a material decline in industry market multiples in the latter part of 2008, and lower estimated future cash flows of our European cash reporting unit as a result of increased competition which has caused a decline in our market share of cash trading in Europe, as well as pricing pressures following the November 2007 introduction of MiFID. See Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations—Impairment of Goodwill, Intangible Assets and Other Assets.” If additional impairment charges are incurred, our financial condition and operating results could be adversely affected.

28

We face foreign currency exchange rate risk and other market risks.

Since we conduct operations in several different countries, including the United States and several European countries, substantial portions of our assets, liabilities, revenues and expenses are denominated in U.S. dollars, euros and pounds sterling. Because our financial statements are denominated in U.S. dollars, fluctuations in currency exchange rates can materially affect our reported results. We may also experience other market risks, including changes in interest rates and in prices of marketable equity securities that we own. We may use derivative financial instruments to reduce certain of these risks. If our strategies to reduce these market risks are not successful, our financial condition and operating results could be adversely affected.

Any strategic transactions that we undertake may require significant resources, result in significant unanticipated costs or liabilities or fail to deliver anticipated benefits.

We have in the past and may continue to enter into business combination transactions, make acquisitions and enter into partnerships, joint ventures and other strategic investments or alliances, some of which may be material. The market for acquisition targets and strategic alliances is highly competitive, particularly in light of increasing consolidation in the exchange sector and existing or potential future restrictions on foreign direct investments in some countries. Market conditions may limit our ability to use our stock as an acquisition currency. In addition, our bylaws require acquisitions, mergers and consolidations involving more than 30% of our aggregate equity market capitalization or value (or, under certain circumstances, transactions involving an entity whose principal place of business is outside of the United States and Europe) to be approved by two-thirds of our directors. These and other factors may adversely affect our ability to identify acquisition targets or strategic partners consistent with our objectives, or may make us less attractive as an acquiror or strategic partner.

We cannot be sure that we will complete any business combination, acquisition, partnership, joint venture or strategic investment or alliance that we announce. Completion of these transactions is usually subject to closing conditions, including regulatory approvals, over which we have limited or no control. Even if we do succeed in completing a transaction, the process of integration may produce unforeseen operating difficulties and expenses and may absorb significant attention of management that would otherwise be available for the ongoing development of the business. In addition, in connection with any such transaction, we may issue shares of our stock that dilute our existing stockholders, expend cash, incur debt, assume contingent liabilities or incur other expenses, any of which could harm our business, financial condition or operating results.

We cannot be sure that we will recognize the anticipated benefits of any transaction we undertake, such as any expected cost savings, growth opportunities, synergies or improvements in our competitive profile. For example, we previously announced that we expect the combination of the NYSE Group and Euronext to achieve $250 million in annualized run rate cost savings by the fourth quarter of 2010 and that we expect the acquisition of NYSE Amex to achieve annualized run-rate cost savings in excess of $100 million by the end of 2009. While we fully expect to achieve these cost savings and synergies, there can be no assurance that we will achieve these savings and synergies in the time currently expected, or at all. A variety of factors, including unanticipated difficulties integrating our existing technology platforms onto our UTP, regulatory changes, competitive developments, labor conflicts and litigation, currency fluctuations and inflation, may adversely affect any anticipated cost savings, revenue potential or other anticipated benefits. The anticipated benefits of a particular transaction may not be realized fully, or may take longer to realize than expected.

We cannot direct the actions of strategic partners or joint ventures that we do not control. We are generally unable to cause dividends or distributions to be made to us from the entities in which we have a minority investment or to direct the management of such entities. Some of our investments may entail particular risks, including the possibility that a partner, majority investor or co-venturer may have different interests or goals, and may take action contrary to our instructions, requests, policies or business objectives, any and all of which could adversely impact our brand name and reputation. Also, our minority positions generally will be illiquid due to

29

regulatory impediments to sale or because the market for them is limited. If we are unable to successfully maximize the benefits of our strategic investments and joint ventures, our business, financial condition and operating results could be adversely affected.

We face risks when entering into or increasing our presence in markets where we do not currently compete or entering into new business lines.

We may enter into or increase our presence in markets that already possess established competitors who may enjoy the protection of high barriers to entry. Attracting customers in certain countries may also be subject to a number of risks, including currency exchange rate risk, difficulties in enforcing agreements or collecting receivables, longer payment cycles, compliance with the laws or regulations of these countries, and political and regulatory uncertainties. We may also enter into newly developing arenas of competition, such as MTFs in Europe, where less regulated competitors exist and demand for such services is subject to uncertainty. As a result, demand and market acceptance for our products and services within these markets will be subject to a high degree of uncertainty and risk. We may be unable to enter into or increase our presence in these markets and compete successfully.

We also expect to expand into the commercial technology business as a part of our business strategy. Our experience in this line of business is limited and demand and market acceptance for our products and services within this line of business will be subject to a high degree of uncertainty and risk and we may be unable to compete successfully with more experienced market participants.

Our business may be adversely affected by risks associated with clearing activities.

Our U.K. regulated derivatives subsidiary, the London Market of NYSE Liffe, is expected to take full responsibility for clearing activities in our London derivatives market during the first half of 2009, subject to regulatory approval. As a result, the London Market of NYSE Liffe will become the central counterparty for contracts entered into by its clearing members on the NYSE Liffe market and will outsource certain services to LCH.Clearnet through the NYSE Liffe Clearing arrangement. NYSE Liffe will have credit exposure to those clearing members. NYSE Liffe’s clearing members may encounter economic difficulties as a result of the market turmoil and tightening credit markets, including bankruptcy and failure. NYSE Liffe will offset its credit exposure through arrangements with LCH.Clearnet in which LCH.Clearnet will provide clearing guarantee backing and related risk functions to NYSE Liffe, and under which LCH.Clearnet will be responsible for any defaulting member positions and for applying its resources to the resolution of such a default. In addition, NYSE Liffe will maintain policies and procedures to help ensure that its clearing members can satisfy their obligations, including by requiring members to meet minimum capital and net worth requirements and to deposit collateral for their trading activity. Nevertheless, we cannot be sure that in extreme circumstances, LCH.Clearnet might not itself suffer difficulties, in which case these measures might not prove sufficient to protect NYSE Liffe from a default, or might fail to ensure that NYSE Liffe is not materially and adversely affected in the event of a significant default. We may also in the future expand our clearing operations to other markets and financial products, which would increase our exposure to these types of risks. See Item 1—“Business—Products and Services—Order Execution—Europe—Derivatives Trading—Clearing and Settlement.”

We operate in a business environment that continues to experience significant and rapid technological change.

Technology is a key component of our business strategy, and we regard it as crucial to our success. We seek to offer market participants a comprehensive suite of best-in-class technology solutions in a centralized environment, including successfully transitioning to our UTP on a global basis and implementing our global data center strategy. However, we operate in a business environment that has undergone, and continues to experience, significant and rapid technological change. In recent years, electronic trading has grown significantly, and customer demand for increased choice of execution methods has increased. To remain competitive, we must

30

continue to enhance and improve the responsiveness, functionality, capacity, accessibility and features of our trading platforms, software, systems and technologies. Our success will depend, in part, on our ability to:

• develop and license leading technologies;

• enhance existing trading platforms and services and creating new platforms and services;

• respond to customer demands, technological advances and emerging industry standards and practices on a cost-effective and timely basis; and

• continue to attract and retain highly skilled technology staff to maintain and develop existing technology and to adapt to and manage emerging technologies.

The development and expansion of electronic trading and market data related technologies entail significant technological, financial and business risks. Any failure or delay in exploiting technology, or failure to exploit technology as effectively as competitors, could adversely affect our business, financial condition and operating results.

The adoption of new technologies or market practices may require us to devote additional resources to improve and adapt our services. For example, the growth of algorithmic and so called “black box trading” requires us to increase systems and network capacity to ensure that increases in message traffic can be accommodated without adverse effect on system performance. Keeping pace with these ever increasing requirements can be expensive, and we cannot be sure that we will succeed in making these improvements to our technology infrastructure in a timely manner or at all. If we are unable to anticipate and respond to the demand for new services, products and technologies on a timely and cost-effective basis and to adapt to technological advancements and changing standards, we may be unable to compete effectively, which could adversely affect our business, financial condition and operating results. Moreover, we may incur substantial development, sales and marketing expenses and expend significant management effort to add new products or services to our trading platforms. Even after incurring these costs, we ultimately may not realize any, or may realize only small amounts of, revenues for these new products or services. Consequently, if revenue does not increase in a timely fashion as a result of these expansion initiatives, the up-front costs associated with expansion may exceed revenue and reduce our working capital and income.

Our reliance on third parties to perform certain clearing and regulatory services could adversely affect our business if these third parties fail to perform their obligations.

We rely on third parties for certain clearing and regulatory services. For example, we are dependent on LCH.Clearnet to provide a clearing guarantee and manage related risk functions for NYSE Liffe in connection with clearing on our NYSE Liffe London market. We also rely on the services of Euroclear for settling transactions on our European cash markets (except in Portugal). Additionally, we have a contractual arrangement with FINRA pursuant to which FINRA performs certain regulatory functions on our behalf. To the extent that either LCH.Clearnet, Euroclear or FINRA experiences difficulties, materially changes their business relationship with us or is unable for any reason to perform their obligations, our business or our reputation may be materially adversely affected.

Insufficient systems capacity and systems failures could adversely affect our business.

Our business depends on the performance and reliability of complex computer and communications systems. Heavy use of our platforms and order routing systems during peak trading times or at times of unusual market volatility could cause our systems to operate slowly or even to fail for periods of time. Our U.S. systems capacity requirements could grow significantly in the future as a result of a variety of factors, including changes in the NYSE market and growth in our options trading business. Our failure to maintain systems or to ensure sufficient capacity may also result in a temporary disruption of our regulatory and reporting functions.

31

We have experienced systems failures in the past, and it is possible that we will experience systems failures in the future. Systems failures could be caused by, among other things, periods of insufficient capacity or network bandwidth, power or telecommunications failures, acts of God or war, terrorism, human error, natural disasters, fire, sabotage, hardware or software malfunctions or defects, computer viruses, intentional acts of vandalism and similar events over which we have little or no control. We also rely on third parties for systems support. Any interruption in these third-party services or deterioration in the performance of these services could also be disruptive to our business. In addition, our systems may be adversely affected by failures of other trading systems, as a result of which we may be required to suspend trading activity in particular securities or, under certain circumstances, unwind trades.

If we cannot expand system capacity to handle increased demand, or if our systems otherwise fail to perform and we experience disruptions in service, slower response times, or delays in introducing new products and services, then we could incur reputation damage, regulatory sanctions, litigation, loss of trading share, loss of trading volume and loss of revenues, any of which could adversely affect our business, financial condition and operating results.

Our networks and those of our third-party service providers may be vulnerable to security risks.

The secure transmission of confidential information over public and other networks is a critical element of our operations. Our networks and those of our third-party service providers may be vulnerable to unauthorized access, computer viruses and other security problems. Persons who circumvent security measures could wrongfully access and use our information or our customers’ information, or cause interruptions or malfunctions in our operations. Our security measures are costly, and may prove to be inadequate. This could cause us to incur reputation damage, regulatory sanctions, litigation, loss of trading share, loss of trading volume and loss of revenues, any of which could adversely affect our business, financial condition and operating results.

We may be at greater risk from terrorism than other companies.

Given our position as the world’s leading market, our prominence in the global securities industry, and the concentration of many of our properties and personnel in U.S. and European financial centers, including lower Manhattan, we may be more likely than other companies to be a direct target of, or an indirect casualty of, attacks by terrorists or terrorist organizations, or other extremist organizations that employ threatening or harassing means to achieve their social or political objectives.

It is impossible to predict the likelihood or impact of any terrorist attack on the securities industry generally or on our business. In the event of an attack or a threat of an attack, our security measures and contingency plans may be inadequate to prevent significant disruptions in our business, technology or access to the infrastructure necessary to maintain our business. For example, if part or all of our primary data center facilities become inoperable, our disaster recovery and business continuity planning practices may not be sufficient and we may experience a significant delay in resuming normal business operations. For a discussion of some of our security measures and contingency plans, see Item 2—“Properties—Security Measures and Contingency Plans.” Damage to our facilities due to terrorist attacks may be significantly in excess of insurance coverage, and we may not be able to insure against some damage at a reasonable price or at all. The threat of terrorist attacks may also negatively affect our ability to attract and retain employees. In addition, terrorist attacks may cause instability or decreased trading in the securities markets, including trading on exchanges. Any of these events could adversely affect our business, financial condition and operating results.

Damage to our reputation could adversely affect our business.

One of our competitive strengths is our strong reputation and brand name. Our reputation could be harmed in many different ways, including by regulatory, governance or technology failures or the activities of members or listed companies whom we do not control. Damage to our reputation could cause some issuers not to list their securities on our exchanges, as well as reduce the trading volume on our exchanges. Any of these events could adversely affect our business, financial condition and operating results.

32

The loss of key personnel could adversely affect our business.

We depend upon the contributions of our senior management team and other key employees. If one or more of these executives, or other key employees, were to cease to be employed by us, we could be adversely affected. In particular, our ability to execute our business strategy could be impaired if we are unable to replace such persons in a timely manner.

A failure to protect our intellectual property rights, or allegations that we have infringed on the intellectual property rights of others, could adversely affect our business.

We own or license rights to a number of trademarks, service marks, trade names, copyrights and patents that we use in our business. To protect our intellectual property rights, we rely on a combination of trademark laws, copyright laws, patent laws, trade secret protection, confidentiality agreements and other contractual arrangements with our affiliates, customers, strategic investors and others. The protective steps taken may be inadequate to deter misappropriation of our intellectual property. We may be unable to detect the unauthorized use of, or take appropriate steps to enforce, our intellectual property rights. Failure to protect our intellectual property adequately could harm our reputation and affect our ability to compete effectively. Further, defending our intellectual property rights may require significant financial and managerial resources, the expenditure of which may adversely affect our business, financial condition and operating results.

Third parties may assert intellectual property rights claims against us, which may be costly to defend, could require the payment of damages and could limit our ability to use certain technologies, trademarks or other intellectual property. Some of our competitors currently own patents and have actively been filing patent applications in recent years, some of which may relate to our trading platforms and business processes. As a result, we may face allegations that we have infringed or otherwise violated the intellectual property rights of third parties. Any intellectual property claims, with or without merit, could be expensive to litigate or settle and could divert management resources and attention. Successful challenges against us could require us to modify or discontinue our use of technology or business processes where such use is found to infringe or violate the rights of others, or require us to purchase licenses from third parties, any of which could adversely affect our business, financial condition and operating results.

We are subject to significant litigation risks and other liabilities.

Many aspects of our business involve litigation risks. These risks include, among others, potential liability from disputes over terms of a securities trade or from claims that a system or operational failure or delay caused monetary losses to a customer, as well as potential liability from claims that we facilitated an unauthorized transaction or that we provided materially false or misleading statements in connection with a transaction. Dissatisfied customers frequently make claims against their service providers regarding quality of trade execution, improperly settled trades, mismanagement or even fraud. Although aspects of our business are protected by regulatory immunity, we could nevertheless be exposed to substantial liability under U.S. federal and state laws and court decisions, laws and court decisions in the other countries where we operate, as well as rules and regulations promulgated by the SEC, CFTC or European and other regulators. We could incur significant expenses defending claims, even those without merit. In addition, an adverse resolution of any lawsuit or claim against us may require us to pay substantial damages or impose restrictions on how we conduct business, either of which could adversely affect our business, financial condition and operating results. For a discussion of certain legal claims against us, see Item 3—“Legal Proceedings.”

Perceptions about the legal and regulatory environment in the United States may make it difficult for us to compete with non-U.S. exchanges.

Our U.S. exchanges compete for listings of securities of both U.S. and non-U.S. companies. However, the legal and regulatory environment in the United States, and market perceptions about that environment, may make it difficult for our U.S. exchanges to compete with non-U.S. exchanges for listings. For example, the Sarbanes-

33

Oxley Act of 2002 imposes a stringent set of corporate governance, reporting and other requirements on both U.S. and non-U.S. companies with securities listed on a U.S. exchange. Significant resources are necessary for companies to comply with the requirements of the Sarbanes-Oxley Act, and we believe this has had an adverse impact on the ability of our U.S. exchanges to attract and retain listings. In this regard, the number of U.S. companies that have chosen to list shares exclusively on a non-U.S. exchange has increased in recent years. At the same time, both U.S. and non-U.S. companies are increasingly seeking to access the U.S. capital markets through private transactions that do not involve listing on a U.S. exchange, such as through Rule 144A transactions directed exclusively to mutual funds, hedge funds and other large institutional investors. While our European exchanges are not subject to some of the same perceptions that exist about our U.S. exchanges, U.S. and non-U.S. companies that choose not to list on one of our U.S. exchanges may not list on a Euronext exchange.

The SEC and the Public Company Accounting Oversight Board have taken steps to address some of these concerns through initiatives that include revisions to the rules relating to internal control over financial reporting established under Section 404 of the Sarbanes-Oxley Act, rules that facilitate the delisting and deregistration of securities issued by some non-U.S. companies, and rules that exempt some non-U.S. companies from U.S. GAAP reconciliation requirements. It is unclear whether U.S. or non-U.S. companies will exhibit greater interest in accessing the U.S. public markets as a result of these changes. Moreover, the rules facilitating a non-U.S. company’s ability to delist its securities and exit the U.S. public company reporting system may make it more difficult for us to retain listings of non-U.S. companies, and may diminish the perception of our U.S. exchanges as premier listing venues, which could adversely affect our business, financial condition and operating results.

Provisions of our organizational documents and Delaware law may delay or deter a change of control.

Our organizational documents contain provisions that may have the effect of discouraging, delaying or preventing a change of control, or an acquisition proposal, that our stockholders might consider favorable. These include provisions:

• vesting our board of directors with sole power to set the number of directors;

• limiting the persons that may call special stockholders’ meetings;

• limiting stockholder action by written consent;

• requiring supermajority stockholder approval with respect to certain amendments to our certificate of incorporation and bylaws;

• restricting any person (either alone or together with its related persons) from voting or causing the voting of shares of stock representing more than 10% of our outstanding voting capital stock (including as a result of any agreement by any other persons not to vote shares of stock); and

• restricting any person (either alone or together with its related persons) from beneficially owning shares of stock representing more than 20% of the outstanding shares of any class or series of our capital stock.

In addition, our board of directors has the authority to issue shares of preferred stock in one or more series and to fix the rights and preferences of these shares without stockholder approval. Any series of preferred stock is likely to be senior to our common stock with respect to dividends and liquidation rights. The ability of our board of directors to issue preferred stock could have the effect of discouraging unsolicited acquisition proposals, thus adversely affecting the market price of our common stock.

34

Finally, as a Delaware corporation, we are subject to Section 203 of the General Corporation Law of the State of Delaware. Subject to specific exceptions, Section 203 prohibits a publicly held Delaware corporation from engaging in a “business combination” with an “interested stockholder” for a period of three years after the time the person became an interested stockholder, unless:

• the business combination, or the transaction in which the stockholder became an interested stockholder, is approved by our board of directors prior to the time the interested stockholder attained that status;

• upon consummation of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of our voting stock outstanding at the time the transaction commenced, excluding those shares owned by persons who are directors and also officers and by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• at or after the time a person became an interested stockholder, the business combination is approved by our board of directors and authorized at an annual or special meeting of stockholders by the affirmative vote of at least two-thirds of the outstanding voting stock that is not owned by the interested stockholder.

“Business combinations” include mergers, asset sales and other transactions resulting in a financial benefit to the interested stockholder. Subject to various exceptions, in general an “interested stockholder” is a person that, together with his or her affiliates and associates, owns, or within three years did own, 15% or more of our outstanding voting stock. Section 203 could have the effect of discouraging unsolicited acquisition proposals, thus adversely affecting the market price of our common stock.

The market price of our common stock may be volatile.

Securities markets worldwide experience significant price and volume fluctuations. This market volatility, as well as the factors listed below, could affect the market price of our common stock:

• quarterly variations in our results of operations or the results of operations of our competitors;

• changes in earning estimates, investors’ perceptions, recommendations by securities analysts or our failure to achieve analysts’ earning estimates;

• the announcement of new products or service enhancements by us or our competitors;

• announcements related to litigation;

• potential acquisitions by us of other companies;

• developments in our industry; and

• general economic, market and political conditions and other factors unrelated to our operating performance or the operating performance of our competitors.

Risks Relating to Regulation

We operate in a highly regulated industry and may be subject to censures, fines and other legal proceedings if we fail to comply with our legal and regulatory obligations.

We operate in a highly regulated industry and are subject to extensive regulation. The securities industry is subject to extensive governmental regulation and could become subject to increased regulatory scrutiny. As a matter of public policy, these regulations are designed to safeguard the integrity of the securities and other financial markets and to protect the interests of investors in those markets. The SEC and CFTC regulate our U.S. exchanges and have broad powers to audit, investigate and enforce compliance with their rules and regulations and impose sanctions for non-compliance. European regulators have similar powers with respect to our exchanges in their respective countries. As the scope of our business expands, we may also become subject to

35

oversight by other regulators. As a result of the current market conditions, recent nationalizations and bailouts, there might be increasing demand for more regulation and stricter oversight which could cause excessive regulatory burdens. Our ability to comply with applicable laws and rules will largely depend on our establishment and maintenance of appropriate systems and procedures, as well as our ability to attract and retain qualified personnel.

Both the US regulators and the European regulators are vested with broad enforcement powers over exchanges in their respective jurisdictions, including powers to censure, fine, issue cease-and-desist orders, prohibit an exchange from engaging in some of its operations or suspend or revoke an exchange’s recognition, license or registration. In the case of actual or alleged noncompliance with regulatory requirements, our exchanges could be subject to investigations and administrative or judicial proceedings that may result in substantial penalties, including revocation of an exchange’s recognition, license or registration. Any such investigation or proceeding, whether successful or unsuccessful, would result in substantial costs and diversions of resources and could adversely affect our business, financial condition and operating results.

We may face competitive disadvantages if we do not receive necessary or timely regulatory approvals for new business initiatives.

We currently operate three U.S. registered national exchanges and one DCM. Pursuant to U.S. laws and regulations, these exchanges are responsible for regulating their member organizations through the adoption and enforcement of rules governing the trading activities, business conduct and financial responsibility of their member organizations and the individuals associated with them. Changes to the rules of the U.S. registered securities exchanges are generally subject to the approval of the SEC, which publishes proposed rule changes for public comment. Changes to our certificate of incorporation or bylaws and changes to the organizational documents or rules of our U.S. exchanges, to the extent affecting the activities of these exchanges, must also be approved. We may from time to time seek to engage in new business activities, some of which may require changes to our or our U.S. exchanges’ organizational documents or rules.

We also operate exchanges in France, Belgium, Portugal, the Netherlands and the United Kingdom. Regulators in each of these countries regulate exchanges through the adoption and enforcement of rules governing the trading activities, business conduct and financial responsibility of such exchanges and individuals associated with them. All of our initiatives in these jurisdictions with regulatory implications must be approved by the relevant authorities in each of these countries, as well as by the coordinating bodies set up under the Euronext regulators’ memoranda of understanding. Changes to our certificate of incorporation or bylaws and changes to the organizational documents or rules of our European exchanges, to the extent affecting the activities of these exchanges, may also require approvals. We may from time to time seek to engage in new business activities, some of which may require changes to our or our European exchanges’ organizational documents or rules.

Any delay or denial of a requested approval could cause us to lose business opportunities or slow our ability to integrate our different markets. Our competitive position could be significantly weakened if our competitors are able to obtain regulatory approval for new functionalities faster, or with less cost or difficulty, than we are, or if approval is not required for our competitors but is required for us. Competitors that are not registered exchanges are subject to less stringent regulation. In addition, as we seek to expand our product base, we could become subject to the oversight of additional regulatory bodies.

An “extraterritorial” change of law may adversely affect our business and, under certain special arrangements, our rights to control a substantial portion of our assets.

We operate exchanges and regulated markets in various jurisdictions and thus are subject to a variety of laws and regulations. Although we do not anticipate that there will be a material adverse application of European laws to our U.S. exchanges, or a material adverse application of U.S. laws to our European exchanges, the possibility of such an occurrence cannot be ruled out entirely. If this were to occur, and we were not able to

36

effectively mitigate the effects of such “extraterritorial” application, our affected exchanges could experience a reduction in the number of listed companies or business from other market participants, or our business could otherwise be adversely affected.

In addition, in connection with obtaining regulatory approval of the merger between NYSE and Euronext, we implemented certain special arrangements consisting of two standby structures, one involving a Dutch foundation and one involving a Delaware trust. The Dutch foundation is empowered to take actions to mitigate the adverse effects of any potential changes in U.S. law that have certain extraterritorial effects on the European regulated markets of NYSE Euronext, and the Delaware trust is empowered to take actions to ameliorate the adverse effects of any potential changes in European law that have certain extraterritorial effects on our U.S. exchanges. These actions include the exercise by the foundation or the trust of potentially significant control over our European or the U.S. Operations, as the case may be. Although the Dutch foundation and the Delaware trust are required to act in our best interest, subject to certain exceptions, and any remedies implemented may be implemented only for so long as the effects of the material adverse application of law persist, we may, as a result of the exercise of such rights, be required to transfer control over a substantial portion of our business and assets to the direction of the trust or of the foundation. Any such transfer of control could adversely affect our ability to implement our business strategy and operate on an integrated and global basis, which could adversely affect our business, financial condition and operating results.

Regulatory changes or future court rulings may have an adverse impact on our ability to derive revenue from market data fees.

Regulatory developments could reduce the amount of revenue that we obtain from market data fees. With respect to our U.S. exchanges, the ability to assess fees for market data products is contingent upon receiving approval from the SEC. There continue to be opposing industry viewpoints as to the extent that we should be able to charge for market data, and it is conceivable that the SEC could undertake an examination of exchange market data fees. If such an examination is conducted, and the results are detrimental to our U.S. exchanges’ ability to charge for market data, there could be a negative impact on our revenues. In November 2004, the SEC proposed corporate governance, transparency, oversight and ownership rules for registered national exchanges and other SROs and issued a concept release examining the efficacy of self-regulation. The concept release also solicited public comment concerning the level of market data fees, following several years of claims from some competitors and data intermediaries that market data fees and revenues are excessive. We cannot predict whether, or in what form, any regulatory changes will take effect, or their impact on our business. A determination by the SEC, for example, to link market data fees to marginal costs, to take a more active role in the market data rate-setting process, or to reduce the current levels of market data fees could have an adverse effect on our market data revenues.

Our European exchanges are currently authorized to sell trade information on a non-discriminatory basis at a reasonable cost. This regulatory position could be modified or interpreted by the European Commission or future European court decisions in a manner that could have an adverse effect on our European market data revenues.

Conflicts of interest between our for-profit status and our regulatory responsibilities may adversely affect our business.

We are a for-profit business with regulatory responsibilities. In some circumstances, there may be a conflict of interest between the regulatory responsibilities of certain of our exchanges and some of their respective member organizations and customers. Any failure by one of our exchanges with self-regulatory responsibility to diligently and fairly regulate its member organizations or to otherwise fulfill its regulatory obligations could significantly harm our reputation, prompt regulatory scrutiny and adversely affect our business, financial condition and operating results.

37

NYSE Regulation, our wholly-owned not-for-profit subsidiary, performs market surveillance of our SEC regulated U.S. exchanges and related enforcement activities and enforces listed company compliance with applicable standards. Similarly, Euronext is responsible for monitoring trading and enforcing Euronext rules. Conflicts of interest may exist when a for-profit entity, such as NYSE Euronext, also functions as the operator of a regulated exchange. The for-profit entity’s goal of maximizing stockholder value might conflict with the exchange’s responsibilities as a regulator of its member and listed companies. Conflicts also arise when a company lists its securities on an exchange that it owns. The listing of our common stock on the NYSE and Euronext could potentially create a conflict between the exchanges’ regulatory responsibilities to vigorously oversee the listing and trading of securities, on the one hand, and the exchanges’ commercial and economic interest, on the other hand. While NYSE Euronext has implemented structural protections to minimize these potential conflicts, we cannot be sure that such measures will be successful. For a discussion of some of these structural protections, see Item 1—“Business—Regulation—United States—NYSE Regulation—Structure, Organization and Governance of NYSE Regulation.”

Our obligation to fund NYSE Regulation limits our ability to reduce our expenses or use our cash in other ways.

NYSE Regulation has undertaken to perform the regulatory functions of our SEC regulated U.S. exchanges. These exchanges are required to allocate significant resources to NYSE Regulation. In addition, no regulatory fees, fines or penalties collected by NYSE Regulation may be distributed to NYSE Euronext or any entity other than NYSE Regulation. The obligation to fund NYSE Regulation could limit our ability to reduce our expense structure, and could limit our ability to invest in or pursue other opportunities that may be beneficial to our stockholders.

ITEM 1B. UNRESOLVED STAFF COMMENTS

There are no material unresolved written comments that were received from the SEC staff 180 days or more before the end of our fiscal year relating to our periodic or current reports under the Exchange Act.

38

ITEM 2. PROPERTIES

Our headquarters are located in New York City, where the NYSE trading floor runs throughout 11 Wall Street and 20 Broad Street. Euronext’s registered office is located at Beursplein 5, 1012 JW Amsterdam, the Netherlands. We maintain other offices throughout the United States, Europe and Asia. Our principal offices consist of the properties described below.

Location	Owned/Leased	Lease Expiration	Approximate Size
United States
11 Wall Street New York, New York	Owned	N/A	370,000 sq. ft.
20 Broad Street New York, New York	Leased(1)	2016	259,300 sq. ft.(2)
14 Wall Street New York, New York	Leased	2011	21,500 sq. ft.(3)
30 Broad Street New York, New York	Leased	2013	14,000 sq. ft.
2 Metrotech Center Brooklyn, New York	Leased	2010	434,000 sq. ft.
1600 MacArthur Blvd. Mahwah, New Jersey	Leased	2029	396,000 sq. ft.
55 Water Street New York, New York	Leased	2012	123,000 sq. ft.
100 South Wacker Drive Chicago, Illinois	Leased	2014(4)	75,000 sq. ft.
220 Montgomery Street San Francisco, California	Leased	2014	42,923 sq. ft.
Europe
5 Beursplein Amsterdam, the Netherlands	Owned	N/A	155,592 sq. ft.
39 Rue Cambon Paris, France	Leased	2015	145,496 sq. ft.
28 Place de la Bourse Paris, France	Leased	2009	154,430 sq. ft.
6-8 Boulevard Haussman Paris, France	Leased	2011	137,241 sq. ft.
153 Avenue Jean Jaures Paris, France	Leased	2010	11,614 sq. ft.
1 Cousin Lane London, United Kingdom	Leased	2022	91,515 sq. ft.
25 Bank Street London, United Kingdom	Leased	2013	39,719 sq. ft.
315 Cranes Farm Road Basildon, United Kingdom	Owned	N/A	315,000 sq. ft.
42 Dublin Road Belfast, Ireland	Leased	2009	4,004 sq. ft.
2/36 Venture Gate Belfast, Ireland	Leased	2009	4,101 sq. ft.
1 Place de la Bourse/Beursplein Brussels, Belgium	Leased	99 year lease	127,606 sq. ft.
196 Avenida da Liberdade Lisbon, Portugal	Leased	2015(5)	12,981 sq. ft.

39

(1) We own the land underlying the office building, which has been leased to the owner of the office building for a term that is anticipated to expire in 2081.

(2) Does not include 88,700 sq. ft. subleased to a third party.

(3) Does not include 54,500 sq. ft. subleased to a third party. Includes 11,000 sq. ft. that we occupy pursuant to a sublease expiring in 2010.

(4) Includes 4,700 sq. ft. that expires in 2009, but is currently in the renewal process to extend to the 2014.

(5) We have the option to extend the leases on this property for subsequent five-year terms.

Following the NYSE Amex acquisition, we also own a building at 86 Trinity Place in New York, New York, which we are required to sell in accordance with the NYSE Amex merger agreement. Following such sale, we will be required to issue to certain former NYSE Amex members a number of shares of our common stock equal to the net proceeds of such sale, if any, divided by the volume weighted average price of our common stock during the 15 trading day period prior to such sale.

We believe the facilities we own or occupy are adequate for the purposes for which they are currently used and are well-maintained.

Security Measures and Contingency Plans

We have implemented numerous security measures to reduce our vulnerability to terrorist and extremist attacks, including, among other things:

• deploying a universal security badge access system at all major locations in the United States, Europe and Asia;

• establishing a wide perimeter security zone in the vicinity of the premises housing the NYSE trading floor in New York, manned constantly by armed security personnel;

• requiring physical and x-ray magnetometer inspections of all incoming persons, mail, packages and parcels into NYSE’s premises;

• requiring that all messengers delivering mail, packages or parcels to the NYSE complex be screened;

• requiring unified photo ID badges for all visitors and employees;

• maintaining continuous closed-circuit television monitoring and recording of exterior and interior areas where permitted by local law;

• appointing a Director of Security/Europe to evaluate and monitor our security measures for our European sites, in conjunction with local authorities; and

• x-ray inspections of mail, packages and parcels at major European locations.

We continually review these security measures to ensure that they remain effective.

We maintain a number of contingency plans relating to possible emergencies that may affect our operations. After consulting with NYSE members regarding their needs, the NYSE established and maintains an alternative trading location apart from its current trading floor. We also regularly circulate among our personnel emergency contact telephone numbers and make available a password-protected contingency website that would give information and directions to personnel in the event of a disruption or incident of any kind. Consistent with our business plan, each of our divisions also maintains emergency contingency plans tailored to its needs and personnel.

40

ITEM 3. LEGAL PROCEEDINGS

We are party to a number of legal proceedings, as described below:

In re NYSE Specialists Securities Litigation

In 2003 the California Public Employees’ Retirement System (“CalPERS”) filed a class action complaint, later consolidated with related actions, in the U.S. District Court for the Southern District of New York (“Southern District”) against the NYSE, NYSE specialist firms, and others, alleging various violations of federal securities laws and breach of fiduciary duty, on behalf of a purported class of persons who bought or sold unspecified NYSE-listed stocks between 1998 and 2003, and seeking unspecified money damages. In 2005 the district court granted the NYSE’s motion to dismiss, holding that the NYSE, as a self-regulatory organization, is immune from private lawsuits challenging the manner in which it exercises its regulatory function, and thus dismissed all the claims asserting that the NYSE had failed to effectively regulate specialists during the relevant period. The district court also held that the plaintiffs lacked standing to assert that the NYSE made false and misleading statements concerning the regulation and operation of its market. The plaintiffs appealed that decision to the U.S. Court of Appeals for the Second Circuit (“Second Circuit”).

In 2007 the Second Circuit issued an opinion affirming in part, and vacating and remanding in part, the district court’s decision. The Second Circuit upheld the district court’s ruling as to the NYSE’s self-regulatory immunity, but vacated the district court’s holding that the plaintiffs lacked standing to assert their claims that the NYSE made false and misleading statements. The appeals court remanded the matter to the district court for consideration of other grounds for dismissal that the NYSE had asserted in its motion to dismiss, including the plaintiffs’ failure to allege reliance or loss causation. Further proceedings in the district court have not been scheduled.

Grasso Litigation

As previously reported, in 2004 the New York Attorney General (“NYAG”) filed a lawsuit in New York Supreme Court against Richard A. Grasso, the NYSE’s former chairman and chief executive officer, and the NYSE. Mr. Grasso subsequently asserted claims against the NYSE for defamation and breach of contract. In 2006, the court granted the summary judgment motion of the NYSE and dismissed all of Mr. Grasso’s claims against the NYSE. In 2008, the claims asserted by the NYAG against Mr. Grasso were dismissed. On July 31, 2008, a stipulation was filed in which the NYAG, Mr. Grasso and the NYSE agreed that no party would appeal the July 1, 2008 decision of the Appellate Division of the Supreme Court which, among other things, affirmed the dismissal of Mr. Grasso’s claims against the NYSE.

In addition to the matters described above, we are from time to time involved in various legal proceedings that arise in the ordinary course of our business. We do not believe, based on currently available information, that the results of any of these various proceedings will have a material adverse effect on our operating results or financial condition.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

There were no matters submitted to a vote of security holders during the fourth quarter of our fiscal year ended December 31, 2008.

41

ITEM 4A. EXECUTIVE OFFICERS OF NYSE EURONEXT

Set forth below is information regarding our executive officers. All of our executive officers have been appointed by and serve at the pleasure of our board of directors.

Name	Age	Title
Duncan L. Niederauer	49	Chief Executive Officer and Director
Jean-François Théodore	62	Deputy Chief Executive Officer and Director
Michael S. Geltzeiler	50	Group Executive Vice President and Chief Financial Officer
Roland Bellegarde	47	Group Executive Vice President and Head of European Execution*
Andrew T. Brandman	39	Senior Vice President and Head of Integration and Business Operations
Bruno Colmant	47	Deputy Chief Financial Officer and Head of European Affairs and Belgium Markets
Philippe Duranton	48	Group Executive Vice President and Global Head of Human Resources*
Hugh Freedberg	63	Group Executive Vice President and Head of Global Derivatives*
John K. Halvey	48	Group Executive Vice President and General Counsel
Serge Harry	49	Executive Vice President and Deputy Head of Strategy
Catherine R. Kinney	56	Group Executive Vice President and Head of Global Listings*
Lawrence Leibowitz	48	Group Executive Vice President and Head of U.S. Markets and Global Technology*
Miguel Athayde Marques	53	Executive Vice President and Head of Portuguese Market
Joost van der Does de Willebois	50	Executive Vice President and Head of Amsterdam Market and Corporate Communications
Richard G. Ketchum	58	Chief Executive Officer of NYSE Regulation, Inc.

* In January 2008, our board of directors realigned the titles of certain of our executive officers with primary responsibility for certain business functions such that, effective January 1, 2008, each of these officers was designated as a Group Executive Vice President.

Duncan L. Niederauer. Mr. Niederauer was appointed chief executive officer and director of NYSE Euronext, effective December 1, 2007, after joining NYSE Euronext in 2007 as a member of the Management Committee. Mr. Niederauer also serves on the boards of NYSE Group and Euronext N.V. Mr. Niederauer was previously a partner at The Goldman Sachs Group, Inc. (United States) (“GS”) where he held many positions, among them, co-head of the Equities Division execution services franchise and the managing director responsible for Goldman Sachs Execution & Clearing, L.P. (formerly known as Spear, Leeds & Kellogg L.P.). Mr. Niederauer joined GS in 1985. From 2002 until his resignation in 2004, Mr. Niederauer also served on the board of managers of Archipelago Holdings, LLC (United States). Mr. Niederauer also serves on the board of trustees for Colgate University.

Jean-François Théodore. Mr. Théodore has served as deputy chief executive officer and a director of NYSE Euronext since 2007. He has been the chief executive officer and chairman of the managing board of Euronext since its creation in 2000. He started his career with the French Treasury (Direction du Trésor) at the Ministry of Economy and Finance from 1974 to 1990, serving as assistant head of the State Holdings Bureau. He was then seconded for two years to Crédit National. On his return to the Treasury, he was successively appointed Head of the “African States—Franc Zone” Bureau, and head of the Foreign Investment Bureau. In 1984, Mr. Théodore was appointed deputy director in charge of the Banking Department; in 1986, he was appointed deputy director in charge of the Investments, Public Corporations Department, and in 1990, he became chief executive officer of ParisBourse SBF S.A. He presided over the International Federation of Stock Exchanges (FIBV) for two years (1993-1994), and served as president of the Federation of European Stock Exchanges (1998-2000). Mr. Théodore previously served as chairman of the supervisory board of Atos Euronext Market Solutions Holdings S.A.S and as a Director of Euroclear plc and LCH.Clearnet.

42

Michael S. Geltzeiler. Mr. Geltzeiler has served as group executive vice president and chief financial officer since 2008. Most recently, he served as President, School & Educational Services for The Reader’s Digest Association. He was the organization’s CFO and Senior Vice President from 2001 to 2007. In 2005, Mr. Geltzeiler’s responsibilities were expanded to also include oversight for global operations and information technology. While at ACNielsen Corporation from 1995 to 2001, Mr. Geltzeiler served as CFO, SVP & Controller, and CFO for ACNielsen Europe, Middle East & Africa. He held a variety of positions in corporate finance in America and abroad while at The Dun & Bradstreet Corporation from 1980 to 1995. Mr. Geltzeiler serves on the Euronext Supervisory Board and the NYSE Foundation and has served on the boards of ProQuest, the Madison Square Boys and Girls Club, and Westchester County Association. He earned an MBA in Finance from the Stern School of Business of New York University, with CPA Certification in the State of New York, and holds a BS in Accounting from the University of Delaware.

Roland Bellegarde. Mr. Bellegarde has served as group executive vice president and head of Cash Markets since 2007. In that capacity, he is responsible for managing market operations for the four Euronext markets and handling product development and user relations on the buy side and sell side. Mr. Bellegarde previously served as head of cash trading from 2000 until 2007, and has been leading the process to integrate the NSC trading platform across the Euronext markets. As such, he has defined and developed the global Euronext market model for securities trading. From 1998 to 2000, Mr. Bellegarde served as head of cash and derivatives markets—ParisBourse. From 1995 to 1998, he served as head of cash markets—ParisBourse. Prior to that, from 1993 to 1995, he designed the functionalities of the NSC trading systems, which operated on all Euronext markets until the recent introduction of the Universal Trading Platform in 2009. He is also a member of the boards of BlueNext S.A., Secfinex Limited, GEIE Luxembourg, Metnext SAS, and also serves as chairman of Prime Source and of SmartPool Holdings Limited.

Andrew T. Brandman. Mr. Brandman has served as senior vice president and head of Integration and Business Operations since 2007 and was appointed a member of the management committee in 2007. In this role, he coordinates aspects of the execution of our corporate strategy including all aspects of the integration processes and global expense management. Mr. Brandman is also involved in the examination of acquisition alternatives and other business development initiatives in the United States and Europe. Mr. Brandman is also responsible for global sourcing, real estate and general services. Mr. Brandman also serves on the board of the NYSE Foundation. Prior thereto, Mr. Brandman served as a senior vice president and vice president of NYSE Group in related roles. Prior to joining the NYSE in 2004, Mr. Brandman was a director at Credit Suisse First Boston’s Infrastructure group from 2000 to 2004 where he headed strategic projects such as IT infrastructure outsourcing and cost transparency, and was the technology lead for CSFB’s divestiture of Pershing. Prior to CSFB, Mr. Brandman was with Banco Santander Central Hispano as chief of staff for the Global Fixed Income and Treasury Division. From 1991 to 1997, he held various positions at Union Bank of Switzerland.

Bruno Colmant. Mr. Colmant has served as head of European Affairs and Belgium Markets since 2007 and as deputy chief financial officer since 2007. Prior to joining NYSE Euronext, he served as the chief of staff of the Minister of Finance in Belgium from 2006 to 2007. From 2004 to 2006, Mr. Colmant served on the executive committee and board of directors of ING Group—Belgium. From 2002 to 2004, Mr. Colmant was the chief executive officer for ING Group—Luxembourg. He also serves on many industry boards and committees, including the Belgian Governance Institute and the Association Belge des Administrateurs.

Philippe Duranton. Mr. Duranton has served as group executive vice president and global head of Human Resources since 2008. Prior to joining NYSE Euronext, Mr. Duranton had been senior vice president of human resources for Cognos Inc., a world leader in business intelligence and performance management solutions, from 2007 until 2008. From 2003 to 2006, he was executive vice president for GEMPLUS, a digital security provider. Prior to these positions, Mr. Duranton served in senior human resources positions at Vivendi Universal TV and Film Group and Thales, a leader in defense aerospace, security and services.

Hugh Freedberg. Mr. Freedberg has served as group executive vice president and head of Global Derivatives since 2007. He has served as chief executive of NYSE Liffe since 1998. Mr. Freedberg began his career in financial services in 1975 at American Express, where he started as marketing and sales director before

43

being appointed general manager. In 1986, he joined Salomon Inc. as chief executive of The Mortgage Corporation. In 1990, he became an executive director at TSB and chief executive of the Insurance and Investment Services Division, after which, in 1991 he was appointed chief executive of the Hill Samuel Group. Other positions he held at TSB Group included deputy chief executive of TSB Group from 1991 to 1996 and a director of Macquarie Bank from 1994 to 1996. From 1996 to 1998, he was a managing partner at Korn Ferry International. Mr. Freedberg also served as a member of the supervisory boards of AtosEuronext SBF S.A. (2004 to 2005) and Atos Euronext Market Solutions Holding S.A.S. (2005 to 2007). On February 25, 2009, Mr. Freedberg announced his intention to retire from NYSE Euronext effective May 1, 2009.

John K. Halvey. Mr. Halvey has served as group executive vice president and general counsel of NYSE Euronext since 2008. Prior to joining NYSE Euronext in 2008, Mr. Halvey was a corporate partner with the international law firm of Milbank, Tweed, Hadley & McCloy, LLP from 1994 to 1999 and from 2001 to 2008. From 1999 to 2001, Mr. Halvey was executive vice president of Safeguard Scientifics, Inc. Mr. Halvey has practiced in all areas of corporate, technology and intellectual property law, with particular emphasis on information technology and business process related transactions and private equity transactions involving technology companies.

Serge Harry. Mr. Harry has served as executive vice president and deputy head of Strategy since 2007. Mr. Harry previously served as head of finance and general services of Euronext and chief financial officer of Euronext Paris between 2000 and 2007. Prior to that, Mr. Harry served as deputy chief executive of ParisBourse S.A. since 1999. Before joining ParisBourse S.A., Mr. Harry spent sixteen years at Sicovam (now Euroclear France) where he served as general secretary in charge of finance, legal, human resources, general services and communication. In parallel, he also monitored, in 1997 and 1998, the conversion of the French financial markets to the Euro which was launched in 1999. Mr. Harry is chairman and chief executive officer of BlueNext S.A. He also serves as a director of S.E.P.B. S.A.

Catherine R. Kinney. Ms. Kinney has served as group executive vice president and head of Global Listings since 2007. Ms. Kinney is also responsible for marketing and brand management for all markets since 2007. Ms. Kinney previously served as president and co-chief operating officer of NYSE Group and its predecessor, New York Stock Exchange, since 2002. Prior to that time, Ms. Kinney served as group executive vice president of the NYSE, overseeing the NYSE’s competitive position and relationships with its listed companies, members and institutions as well as ETFs and Fixed Income divisions. Prior to that, since 1986, she was responsible for managing trading floor operations and technology. Joining the NYSE in 1974, Ms. Kinney has worked in several departments, including regulation, sales and marketing, and technology planning. Ms. Kinney is a member of the boards of Georgetown University and Catholic Charities of New York. On January 14, 2009, Ms. Kinney announced her intention to retire from NYSE Euronext effective at the end of March 2009.

Lawrence Leibowitz. Mr. Leibowitz has served as group executive vice president and head of U.S. Execution and Global Technology since 2007. In this capacity, he is responsible for technology integration, product development and oversight of the equities operations of NYSE and NYSE Arca. He joined NYSE Euronext in 2007, having served as managing director and chief operating officer, Americas Equities, at UBS Investment Bank. Prior to joining UBS in 2004, Mr. Leibowitz held the position of executive vice president, co-head of Schwab Capital Markets. He currently serves on the board of National Stock Exchange of India and has also served on many industry boards and committees, among them the Market Structure Committee of the former Securities Industry Association (now SIFMA).

Miguel Athayde Marques. Dr. Athayde Marques has served as executive vice president since 2007. Dr. Athayde Marques is also responsible for the Portuguese Market. He joined Euronext in 2005. Prior to that, since 2000, he served as an executive board member of Caixa Geral de Depósitos, Portugal’s largest bank. From 1996 to 2000, he was a member of the Executive Committee of Jerónimo Martins S.A., a listed company active in multinational retail and distribution. From 1992 to 1996, Dr. Athayde Marques was chairman and CEO of ICEP, the Portuguese government agency for inward and outward investment, export and tourism. He also served as a consultant to the Portuguese Ministry of Finance on the development of the capital markets. Miguel Athayde Marques is a professor of business at Universidade Católica in Lisbon—School of Economics and Management.

44

Joost van der Does de Willebois. Mr. van der Does de Willebois has served as executive vice president since 2007. Prior to joining Euronext in 2004, where he held the position of chief financial officer and was a member of the Management Board, Mr. van der Does de Willebois was executive director of ING Bank in the Netherlands, a position he held since 2002. Prior to that, Mr. van der Does de Willebois held a number of directorships at ING Group beginning in 1998, including managing director of corporate strategy and communication, a position he held from 2000 to 2002. Prior to that, since 1984, he also worked at Royal Dutch/ Shell plc, where he held various executive management positions in Rotterdam, Paris, Bordeaux and the French West Indies.

Richard G. Ketchum. Mr. Ketchum has served as the Chief Executive Officer of NYSE Regulation, Inc. since 2006. During the two years preceding the merger of the New York Stock Exchange, Inc. and Archipelago Holdings, Inc., 2004 to 2006, Mr. Ketchum was the Chief Regulatory Officer of the New York Stock Exchange, Inc. From 2003 to 2004, Mr. Ketchum was General Counsel of the Corporate and Investment Bank of Citigroup, Inc., and a member of the unit’s planning group, Business Practices Committee and Risk Management Committee. Previous to his service at Citigroup, Inc., he spent 12 years at the NASD and the Nasdaq Stock Market, Inc. He served as president of Nasdaq for three years and president of NASD for seven years. Prior to his service at Nasdaq and the NASD, Mr. Ketchum was at the Securities and Exchange Commission for 14 years, eight of those years as director of the division of Market Regulation.

Mr. Ketchum performs certain policy making functions with respect to NYSE Euronext, although he is not an officer or employee of any unit of NYSE Euronext other than NYSE Regulation, and he reports solely to the NYSE Regulation board of directors. For example, Mr. Ketchum advises management regularly with respect to global regulatory matters and acts as NYSE Euronext’s spokesperson with respect to regulatory matters. He has also informed and assisted our management in developing regulatory policies and assisted management in the development and structuring of our U.S. market structure initiatives. Mr. Ketchum is invited to attend management committee meetings, although he does not report to the NYSE Euronext board of directors or any of its executive officers.

In March 2009, Mr. Ketchum will step down from his position as Chief Executive Officer of NYSE Regulation to become Chief Executive Officer of FINRA.

45

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

The principal market on which our common stock is traded is the NYSE. Our common stock is also traded on Euronext Paris. Our common stock commenced trading on April 4, 2007 under the ticker symbol “NYX.” Prior to that date, there was no public market for our common stock.

Common Stock Price Range

The following table sets forth, for the quarters indicated, the high and low sales prices per share of our common stock.

	High		Low		High		Low
2007
Second quarter(1)	$	99.99	$	72.34	€	74.82	€	53.85
Third quarter	$	84.50	$	64.26	€	61.30	€	47.95
Fourth quarter	$	92.25	$	78.18	€	63.96	€	54.94
2008
First quarter	$	87.70	$	55.12	€	59.51	€	34.96
Second quarter	$	76.71	$	50.30	€	49.85	€	31.91
Third quarter	$	51.18	$	32.26	€	32.94	€	24.00
Fourth quarter	$	40.70	$	16.33	€	28.70	€	13.35
2009
First quarter(2)	$	30.60	$	18.65	€	23.95	€	14.94

(1) Figures for the second quarter of 2007 are given for the period commencing April 4, 2007 (the date our common stock began trading on the NYSE and Euronext Paris.)

(2) Figures for the first quarter of 2009 are through February 6, 2009.

As of February 6, 2009, there were approximately 948 holders of record of our common stock. On February 6, 2009, the last reported sales price for our common stock on the NYSE and Euronext Paris was $22.90 and €17.93 per share, respectively.

Dividends

On June 6, 2007, our board of directors declared an annual cash dividend of $1.00 per share of common stock, payable on a quarterly basis. Quarterly dividends of $0.25 per share of common stock were paid on July 13, 2007, December 28, 2007 and March 31, 2008. In March 2008, our board of directors approved a 20% increase in our annual dividend to $1.20 from $1.00 per share of common stock as part of a new dividend policy, effective with the dividend payment for the second quarter of 2008, with a target payout ratio of 35% to 45% of net income, subject to maintaining our credit ratings. Quarterly dividends of $0.30 per share of common stock were paid on June 30, 2008, September 30, 2008 and December 31, 2008. A quarterly dividend of $0.30 is scheduled to be paid on March 31, 2009 to shareholders of record as of the close of business on March 13, 2009. We will also offer our European stockholders the ability to elect payment of the dividend in euros. On February 9, 2009, we announced that our board of directors had determined to maintain a quarterly dividend of $0.30 per share through 2009.

The declaration of dividends by NYSE Euronext is subject to the discretion of our board of directors. Our board of directors will take into account such matters as general business conditions, our financial results, capital requirements, contractual, legal and regulatory restrictions on the payment of dividends by us, or such other factors as our board of directors may deem relevant.

46

Outstanding Options and Restricted Stock

The following table sets forth information regarding the outstanding options and restricted stock units on our common stock as of December 31, 2008 (in thousands, except exercise price):

Plan Category	Number of Securities to Be Issued upon Exercise of Outstanding Options, Warrants and Rights (a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (b)			Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders	4,070	$	20.62	(1)	6,311
Equity compensation plans not approved by security holders	N/A		N/A		N/A
Total	4,070	$	20.62	(1)	6,311

(1) Corresponding to the weighted-average exercise price of approximately 0.7 million stock options outstanding as of December 31, 2008. Does not include outstanding rights to receive approximately 3.3 million restricted stock units for which there is no exercise price.

Treasury Stock

The number of shares of common stock outstanding on February 6, 2009 (approximately 259 million shares) does not include shares held in treasury, consisting of approximately 1.6 million shares held by a wholly owned subsidiary and 13.4 million shares purchased as part of our share repurchase program.

Unregistered Sales of Equity Securities

Consistent with customary practice in the French securities market, we are party to a liquidity agreement (contrat de liquidité) (the “Liquidity Agreement”) with SG Securities (Paris) SAS (“SG”). The Liquidity Agreement complies with applicable laws and regulations in France, including the ethical charter of the AFEI (the French Association of Investment Firms), as approved by the AMF. The Liquidity Agreement authorizes SG to carry out market purchases and sales of our common stock on Euronext Paris for our account in order to promote the liquidity and the orderly listing of such securities on Euronext Paris. Under the Liquidity Agreement, we deposited €40 million into a liquidity account with SG to be used by SG in its discretion to purchase and sell shares of our common stock on Euronext Paris. Proceeds of sales are deposited into the liquidity account. The Liquidity Agreement has a term of 12 months and will renew automatically in April of each year unless otherwise terminated by either party. The Liquidity Agreement is consistent with the liquidity agreement maintained by Euronext, N.V. with respect to its securities prior to the combination of NYSE Group and Euronext.

Under the Liquidity Agreement and consistent with applicable laws in France, SG exercises full and complete discretion in making any decision to purchase or sell our common stock on Euronext Paris, and no discretion is retained by us. In order to reinforce SG’s independence in performing its obligations under the Liquidity Agreement, information barriers have been established between persons effecting transactions and persons with inside information.

All transactions under the Liquidity Agreement will be executed offshore (outside the United States) and, except for block transactions, only through the Euronext Paris electronic trading system. SG may also undertake block transactions under the Liquidity Agreement, provided such transactions are made in accordance with the rules governing Euronext Paris.

47

In performing its obligations under the Liquidity Agreement, SG has agreed to comply with the guidelines and regulations of the AMF, the anti-manipulation and related provisions applicable in France, and the anti-fraud and anti-manipulation provisions of the Exchange Act. Sales under the Liquidity Agreement have been made in offshore transactions exempt from registration.

Sales and purchases of our common stock may be suspended if we become subject to legal, regulatory or contractual restrictions that would prevent SG from making purchases and sales under the Agreement or upon our instruction.

No transactions were carried out by SG on Euronext Paris under the Liquidity Agreement during the period from October 1, 2008 through December 31, 2008.

Stock Repurchase Program

In March 2008, our board of directors authorized the repurchase of up to $1 billion of our common stock. Under the program, we may repurchase stock from time to time at the discretion of management in open market or privately negotiated transactions or otherwise, subject to applicable U.S. or European laws, regulations and approvals, strategic considerations, market conditions and other factors. This stock repurchase plan does not obligate us to repurchase any dollar amount or number of shares of our common stock and any such repurchases will be made in compliance with the applicable laws and regulations, including rules and regulations of the SEC and applicable EU regulations and regulations of the AMF. Following the consummation of the NYSE Amex acquisition on October 1, 2008, we commenced repurchasing shares of our common stock, as follows:

Issuer Purchases of Equity Securities

(dollars in millions, except per share amounts)

Period	Total Number of Shares Purchased	Average Price Paid Per Share		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
					$	1,000
October 2008	4,964,061	$	29.85	4,964,061		852
November 2008	8,399,600	$	23.83	13,363,661		652
December 2008	—		—	13,363,661		652
Total	13,363,661	$	26.04

48

Stock Performance Graph

The following performance graph compares the cumulative total stockholder return on our common stock for the period from April 4, 2007 to December 31, 2008 with the cumulative total return of the S&P 500 Index and a peer group of companies consisting of five exchanges to which we compare our business and operations: CME Group, Deutsche Börse, Intercontinental Exchange, London Stock Exchange and Nasdaq OMX.

49

ITEM 6. SELECTED FINANCIAL AND OPERATING DATA

Selected Consolidated Financial Data

The following selected consolidated financial data has been derived from the historical consolidated financial statements and related notes for the years ended December 31, 2004 through December 31, 2008, which have been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, and prepared in accordance with U.S. GAAP. The information presented here is only a summary, and it should be read together with our consolidated financial statements included in this Annual Report on Form 10-K. The information set forth below is not necessarily indicative of NYSE Euronext’s results of future operations and should be read in conjunction with Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

	Year Ended December 31,
(U.S. GAAP)	2008			2007(1)			2006(1)(2)			2005			2004
	(in millions, except per share data)
Statement of Operations Data
Revenues
Activity assessment	$	229		$	556		$	673		$	595		$	360
Cash trading		2,387			1,575			645			146			154
Derivatives trading		919			661			31			—			—
Listing		395			385			356			343			330
Market data		429			371			223			178			168
Software and technology services		160			98			137			183			220
Regulatory(3)		49			152			184			132			115
Other		135			140			127			56			59
Total revenues		4,703			3,938			2,376			1,633			1,406
Section 31 fees		(229	)		(556	)		(673	)		(595	)		(360	)
Liquidity payments		(1,292	)		(729	)		(265	)		—			—
Routing and clearing		(300	)		(222	)		(74	)		—			—
Merger expenses and exit costs(4)		(177	)		(67	)		(54	)		(26	)		—
Impairment charges(5)		(1,590	)		—			—			—			—
Compensation		(664	)		(612	)		(558	)		(516	)		(529	)
Systems and communication		(317	)		(264	)		(120	)		(124	)		(139	)
Professional services		(163	)		(112	)		(110	)		(122	)		(124	)
Depreciation and amortization		(253	)		(240	)		(136	)		(103	)		(96	)
Occupancy		(125	)		(115	)		(85	)		(70	)		(68	)
Marketing and other		(184	)		(172	)		(103	)		(68	)		(85	)
Regulatory fine income		3			30			36			35			8
Operating (loss) income from continuing operations		(588	)		879			234			44			13
Investment and other income (loss), net		(62	)		(30	)		74			47			30
Gain on sale of equity investment		4			33			21			—			—
Income from associates		1			10			—			—			—
(Loss) income from continuing operations before provision for income taxes and minority interest		(645	)		892			329			91			43
Income tax provision		(95	)		(243	)		(121	)		(48	)		(12	)
Minority interest, net of tax		(5	)		(10	)		(3	)		(2	)		(1	)
(Loss) income from continuing operations		(745	)		639			205			41			30
Income from discontinued operations, net of tax(6)		7			4			—			—			—
Net (loss) income	$	(738	)	$	643		$	205		$	41		$	30

50

	Year Ended December 31,
(U.S. GAAP)	2008			2007(1)		2006(2)			2005			2004
	(in millions, except per share data)
Basic (loss) earnings per share:
(Loss) earnings per share, continuing operations	$	(2.81	)	$	2.70	$	1.38		$	0.35		$	0.26
Earnings per share, discontinued operations		0.03			0.02		—			—			—
	$	(2.78	)	$	2.72	$	1.38		$	0.35		$	0.26
Diluted (loss) earnings per share:
(Loss) earnings per share, continuing operations	$	(2.81	)	$	2.68	$	1.36		$	0.35		$	0.26
Earnings per share, discontinued operations		0.03			0.02		—			—			—
	$	(2.78	)	$	2.70	$	1.36		$	0.35		$	0.26
Basic weighted average shares outstanding		265			237		149	(8)		116	(8)		116	(8)
Diluted weighted average shares outstanding		265			238		150	(8)		116	(8)		116	(8)
Dividends per share	$	1.15		$	0.75	$	—		$	—		$	—

	At December 31,
(U.S. GAAP)	2008			2007			2006(1)		2005		2004
	(in millions)
Balance Sheet Data
Total assets	$	13,948		$	16,618		$	3,466	$	2,204	$	1,982
Current assets		2,026			2,278			1,443		1,464		1,265
Current liabilities		2,582			3,462			806		685		487
Working capital	$	(556	)	$	(1,184	)	$	637	$	779	$	778
Long term liabilities(7)	$	3,005		$	3,102		$	991	$	685	$	695
Long term debt		1,787			494			—		—		—
Stockholders’ equity	$	6,556		$	9,384		$	1,669	$	799	$	767

(1) The results of operations of Euronext have been included since April 4, 2007 and the results of operations of Archipelago have been included since March 7, 2006.

(2) On November 1, 2006, NYSE Group completed the purchase of the one-third ownership stake in SIAC previously held by NYSE Amex, as a result of which NYSE Euronext acquired full ownership of SIAC.

(3) Effective July 30, 2007, the member firm regulatory functions of NYSE Regulation, including related enforcement activities, risk assessment and the arbitration service, were transferred to FINRA. Regulatory revenues decreased as a result of this transfer and in connection with pricing changes.

(4) Represents severance costs, curtailment losses, contract termination costs, accelerated depreciation, legal and other expenses directly attributable to merger-related activities and cost reduction initiatives.

(5) Represents non-cash charges recorded in connection with the write-down of certain goodwill, indefinite-lived intangible assets and other investments to their estimated fair value.

(6) The operations of GL Trade, which were sold on October 1, 2008, are reflected as discontinued.

(7) Represents liabilities due after one year, including accrued employee benefits, deferred revenue, and deferred income taxes.

(8) Adjusted to reflect the March 7, 2006 merger between the NYSE and Archipelago, giving retroactive effect to the issuance of shares to former NYSE members.

51

Selected Operating Data

The following tables present selected operating data for the periods presented. U.S. data includes NYSE Amex beginning October 1, 2008. All trading activity is single-counted, except European cash trading which is double-counted to include both buys and sells. The information set forth below is not necessarily indicative of NYSE Euronext’s future operations and should be read in conjunction with Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Volume Summary—Cash Products

	Year Ended December 31,
	2008		2007		2006
	(unaudited)
Number of trading days—European markets	256		255		255
Number of trading days—U.S. markets	253		251		251
European cash products (trades in thousands)	396,956		322,574		219,476
Equities	383,119		309,141		209,494
ETFs	2,365		1,562		691
Structured products	10,150		10,236		7,633
Bonds	1,322		1,635		1,659
U.S. Cash Products (shares in millions)
NYSE listed issues(1)	894,503		722,573		625,106
NYSE Group handled volume(2)	653,910		558,400		468,597
NYSE Group matched volume(3)	589,712		516,069		458,495
NYSE Group TRF volume(4)	70,853		15,993		—
Total NYSE listed consolidated volume	1,292,987		853,161		635,065
NYSE Group Share of Total NYSE Listed Consolidated Volume
Handled volume(2)	50.6	%	65.5	%	73.8	%
Matched volume(3)	45.6	%	60.5	%	72.2	%
TRF volume(4)	5.5	%	1.9	%	—	%
NYSE Arca & NYSE Amex Listed Issues
NYSE Group handled volume(2)	125,327		53,732		31,916
NYSE Group matched volume(3)	108,452		46,162		27,808
NYSE Group TRF volume(4)	35,672		5,715		—
Total NYSE Arca & NYSE Amex listed consolidated volume	376,728		147,166		88,930
NYSE Group Share of Total NYSE Arca & NYSE Amex Listed Consolidated Volume
Handled volume(2)	33.3	%	36.5	%	35.9	%
Matched volume(3)	28.8	%	31.4	%	31.3	%
TRF volume(4)	9.5	%	3.9	%	—	%
Nasdaq Listed Issues
NYSE Group handled volume(2)	115,266		110,440		124,593
NYSE Group matched volume(3)	96,467		89,844		101,829
NYSE Group TRF volume(4)	48,824		24,905		—
Total Nasdaq listed consolidated volume	567,878		545,786		506,144
NYSE Group Share of Total Nasdaq Listed Consolidated Volume
Handled volume(2)	20.0	%	20.2	%	24.6	%
Matched volume(3)	16.7	%	16.5	%	20.1	%
TRF volume(4)	8.5	%	4.6	%	—	%
ETFs (1)(5)
NYSE Group handled volume(2)	130,001		71,409		43,320
NYSE Group matched volume(3)	113,377		63,359		39,102
NYSE Group TRF volume(4)	39,275		7,921		—
Total ETF consolidated volume	395,123		176,735		100,078
NYSE Group Share of Total ETF Consolidated Volume
Handled volume(2)	32.9	%	40.4	%	43.3	%
Matched volume(3)	28.7	%	35.8	%	39.1	%
TRF volume(4)	9.9	%	4.5	%	—	%

52

(1) Includes all volume executed in NYSE Group crossing sessions.

(2) Represents the total number of shares of equity securities and ETFs internally matched on the NYSE Group’s exchanges or routed to and executed at an external market center. NYSE Arca routing includes odd-lots.

(3) Represents the total number of shares of equity securities and ETFs executed on the NYSE Group’s exchanges.

(4) Represents NYSE’s volume in FINRA/NYSE Trade Reporting Facility (TRF).

(5) Data included in previously identified categories.

Source: NYSE Euronext, Options Clearing Corporation and Consolidated Tape as reported for equity securities.

Volume Summary—Derivatives Products

	Year Ended December 31,
	2008		2007		2006
	(unaudited; contracts in thousands)
Number of trading days—European markets	256		255		255
Number of trading days—U.S. markets	253		251		251
European derivatives products	1,049,730		949,022		730,303
Total interest rate products	554,878		518,431		412,240
Short term interest rate products	528,578		489,138		388,994
Medium and long term interest rate products	26,300		29,293		23,246
Total equity products(1)	481,606		417,807		307,470
Total individual equity products	308,574		261,419		185,068
Total equity index products	173,032		156,388		122,402
Bclear	190,874		122,776		52,799
Individual equity products	162,272		100,653		38,523
Equity index products	28,602		22,123		14,276
Commodity products	13,246		12,784		9,851
U.S. Derivatives Products—Equity Options(2)
NYSE Arca options contracts	461,013		335,542		196,586
Total consolidated options contracts	3,284,761		2,592,102		1,844,181
NYSE Group share of total	14.0	%	12.9	%	10.7	%

(1) Includes currency products.

(2) Includes all trading activities for Bclear.

Source: NYSE Euronext, Options Clearing Corporation and Consolidated Tape as reported for equity securities.

53

Other Operating Statistics

	Year Ended December 31,
	2008			2007			2006
	(unaudited)
NYSE Listed Issuers
NYSE listed issuers(1)		2,447			2,526			2,713
Number of new issuer listings(1)		908			282			199
Capital raised in connection with new listings ($ millions)(2)	$	23,238		$	34,231		$	25,853
Euronext Listed Issuers
Euronext listed issuers(1)		1,110			1,155			1,210
Number of new issuer listings(3)		78			140			142
Capital raised in connection with new listings ($ millions)(2)	$	3,333		$	14,039		$	26,862
NYSE Market Data(4)
Share of Tape A revenues		51.8	%		68.1	%		83.3	%
Share of Tape B revenues		34.1	%		34.1	%		37.3	%
Share of Tape C revenues		20.6	%		20.9	%		23.7	%
Professional subscribers (Tape A)		450,041			450,619			423,298
Euronext Market Data
Number of terminals		275,430			218,380			206,989
Employee Headcount(5)
NYSE Euronext headcount excluding GL Trade		3,757			4,058			4,335
GL Trade headcount		N/A			1,409			1,155
Foreign exchange rate (€/US$)
Average €/US$ exchange rate	$	1.47		$	1.37			N/A
Average £/US$ exchange rate	$	1.85		$	2.00			N/A

(1) Figures for NYSE listed issuers include listed operating companies, SPACs and closed-end funds, and do not include NYSE Arca, Inc. or structured products listed on the NYSE. There were 1,048 ETFs and 10 operating companies exclusively listed on NYSE Arca, Inc. as of December 31, 2008. There were 496 structured products listed on the NYSE as of December 31, 2008. Figures for Euronext present the operating companies listed on Euronext, NYSE Alternext, and Free Market, and do not include closed-end funds, ETFs and structured product (warrants and certificates). As of December 31, 2008, 128 companies were listed on Alternext, 313 on Free Market and 396 ETFs were listed on NextTrack.

(2) Euronext figures show capital raised in millions of euros by operating companies listed on Euronext and do not include NYSE Alternext, Free Market and close-end funds, ETFs and structured products (warrants and certificates). NYSE figures show capital raised in millions of dollars by operating companies listed on NYSE and NYSE Arca and do not include closed-end funds, ETFs and structured products.

(3) Euronext figures include operating companies listed on Euronext, NYSE Alternext and Free Market and do not include closed-end funds, ETFs and structured products (warrants and certificates).

(4) “Tape A” represents NYSE listed securities, “Tape B” represents NYSE Arca and NYSE Amex listed securities, and “Tape C” represents Nasdaq listed securities. Per Regulation NMS, as of April 1, 2007, share of revenues is derived through a formula based on 25% share of trading, 25% share of value traded, and 50% share of quoting, as reported to the consolidated tape. Prior to April 1, 2007, share of revenues for Tapes A and B was derived based on the number of trades reported to the consolidated tape, and share of revenue for Tape C was derived based on an average of share of trades and share of volume reported to the consolidated tape. The consolidated tape refers to the collection and dissemination of market data that multiple markets make available on a consolidated basis. Share figures exclude transactions reported to the FINRA/NYSE Trade Reporting Facility.

(5) NYSE Euronext sold its 40% stake in GL Trade in October 2008. NYSE Euronext headcount includes the employees of NYXT and NYSE Amex for all periods presented.

54

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion together with the audited consolidated financial statements and related notes included in this Annual Report on Form 10-K. This discussion contains forward-looking statements. Actual results may differ from such forward-looking statements. See Item 1A.—“Risk Factors” and “Forward-Looking Statements.” Certain prior period amounts presented in the discussion and analysis have been reclassified to conform to the current presentation.

Overview

NYSE Euronext was formed from the combination of the businesses of NYSE Group and Euronext, which was consummated on April 4, 2007. Prior to that date, NYSE Euronext had no significant assets and did not conduct any material activities other than those incidental to its formation. Following consummation of the combination, NYSE Euronext became the parent company of NYSE Group and Euronext and each of their respective subsidiaries. Under the purchase method of accounting, NYSE Group was treated as the accounting and legal acquiror in the combination with Euronext. On October 1, 2008, NYSE Euronext completed its acquisition of The Amex Membership Corporation, including its subsidiary the American Stock Exchange, which is now known as NYSE Amex.

NYSE Euronext evaluates segment performance primarily based on operating income. Following the combination of the businesses of NYSE Group and Euronext, NYSE Euronext operates under two reportable segments: U.S. Operations and European Operations.

U.S. Operations consist of the following in NYSE Euronext’s U.S. markets:

• obtaining new listings and servicing existing listings,

• providing access to trade execution in cash equities and options,

• selling market data and related information and distributing market information to data subscribers,

• issuing trading permits,

• providing data processing operations,

• providing regulatory services, and

• providing trading technology, software and connectivity to end-users.

European Operations consist of the following in NYSE Euronext’s European markets:

• providing access to trade execution in all cash products as well as a wide range of derivatives products,

• providing listing services,

• selling market data and related information,

• providing transaction settlement and for the safe-custody of physical securities, and

• providing electronic trading solutions as well as software and connectivity to end-users.

In January 2009, we created NYSE Technologies (“NYXT”) to combine the businesses formerly known as NYSE Euronext Advanced Trading Solutions (including NYSE TransactTools, Wombat, and AEMS) and our global market data businesses. We are currently assessing the potential impact of this organizational change on our segment reporting structure going forward.

55

Factors Affecting Our Results

The business environment in which NYSE Euronext operates directly affects its results of operations. Our results have been and will continue to be affected by many factors, including the level of trading activity in our markets, which during any period is significantly influenced by general market conditions, competition and market share, broad trends in the brokerage and finance industry, price levels and price volatility, the number and financial health of companies listed on NYSE Euronext’s cash markets, changing technology in the financial services industry, and legislative and regulatory changes, among other factors. In particular, in recent years, the business environment has been characterized by increasing competition among global markets for trading volumes and listings, the globalization of exchanges, customers and competitors, market participants’ demand for speed, capacity and reliability, which requires continuing investment in technology, and increasing competition for market data revenues. For example, while total trading volumes have been increasing, the growth of our trading and market data revenues could be adversely impacted if we are unsuccessful in attracting additional volumes. The maintenance and growth of our revenues could also be impacted if we face increased pressure on pricing.

During 2008, there was turmoil in the economy and upheaval in the credit markets. Equity market indices declined throughout the year, with particularly sharp declines and higher volatility in September and October. Lower levels of economic activity and uncertainty regarding the capital markets can result in a decline in trading volume and deterioration of the economic welfare of our listed companies, which can adversely affect our revenues and future growth. Declines in volumes can also impact our market share and pricing structures. As a result of these economic and market changes, certain of our assets have been impaired. See “—Impairment of Goodwill, Intangible Assets and Other Assets.”

These disruptions and developments have resulted in a range of actions by the U.S. and foreign governments to attempt to bring liquidity and order to the financial markets and to prevent a prolonged recession in the world economy. Securities and banking regulators have also been active in establishing temporary rules and regulations to respond to this crisis. Some of these actions have resulted in temporary or, in some cases, permanent, restrictions on certain types of securities transactions, most notably short sales of equity securities of certain financial institutions. We cannot predict whether these government efforts will be successful.

Dislocation in the credit markets has led to increased liquidity risk. While we have not experienced reductions in our borrowing capacity, lenders in general have taken actions that indicate their concerns regarding liquidity in the marketplace. These actions have included reduced advance rates for certain security types, more stringent requirements for collateral eligibility and higher interest rates. Should lenders continue to take additional similar actions, the cost of conducting our business may increase and our ability to implement our business initiatives could be limited.

We expect that all of these factors may have an impact on our businesses. Any potential growth in the global cash markets in the upcoming months will likely be tempered by investor uncertainty resulting from volatility in the cost of energy and commodities, unemployment and recession concerns, as well as the general state of the world economy.

Recent Acquisitions

AEMS

On August 5, 2008, NYSE Euronext completed the acquisition of the 50% stake in AEMS previously owned by Atos Origin. Through the transaction, NYSE Euronext acquired (i) the NSC cash trading and LIFFE CONNECT derivatives trading platform technology, and all of the management and development services surrounding these platforms, (ii) AEMS’s third-party exchange technology business, and (iii) TRS/CPS, clearing software. The purchase price in the transaction was approximately €162 million ($255 million), net of approximately €120 million ($189 million) of cash acquired, and is subject to certain post-closing adjustments. The results of operations and financial condition of AEMS have been included in our consolidated financial statements subsequent to the August 5, 2008 acquisition. Going forward, we have branded our technology business, including AEMS, as NYSE Technologies or NYXT. See Item 1—“Business—Technology.”

56

NYSE Amex

On October 1, 2008, NYSE Euronext completed its acquisition of The Amex Membership Corporation. NYSE Euronext acquired the business of The Amex Membership Corporation, including its subsidiary the American Stock Exchange (now known as NYSE Amex). In the transaction, each holder of a regular membership of The Amex Membership Corporation became entitled to receive approximately 8,100 shares of NYSE Euronext common stock and each holder of an options principal membership became entitled to receive approximately 7,200 shares of NYSE Euronext common stock. A total of approximately 6.8 million shares of NYSE Euronext common stock were issued with a value of approximately $260 million. In addition, each former holder of a regular or options principal membership will be entitled to receive additional consideration calculated by reference to the net proceeds, if any, from the sale of the NYSE Amex headquarters in lower Manhattan, if such sale occurs within a specified period of time and certain conditions are satisfied.

Other Transactions

In 2008, we completed the statutory buy-out of the remaining Euronext shareholders who held approximately 2.3% of the shares of Euronext N.V. and also completed the acquisition of Wombat, a privately held global leader in high-performance financial market data management solutions. In addition, NYSE Liffe US, the new U.S. futures exchange of NYSE Euronext, received DCM status in August 2008 and began trading full and e-mini gold and silver futures and options on futures contracts in September 2008.

Impairment of Goodwill, Intangible Assets and Other Assets

Testing Methodology and Valuation Considerations

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable assets of a business acquired. In accordance with Statement of Financial Accounting Standards (“SFAS”) No. 142, “Goodwill and Other Intangible Assets” (“SFAS No. 142”), we test goodwill of our reporting units (which is generally one level below our two reportable segments) and intangible assets deemed to have indefinite lives for impairment at least annually and more frequently if events or circumstances, such as adverse changes in the business climate, indicate that there may be justification for conducting an interim test. We perform our annual impairment test of goodwill and indefinite-lived intangible assets during the fourth quarter.

The impairment test of goodwill is performed in two steps. The first step compares the fair value of the reporting unit with its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its carrying amount, goodwill of the reporting unit is considered not impaired; however, if the carrying amount of the reporting unit exceeds its fair value, the second step must be performed. The second step compares the implied fair value of the reporting unit’s goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent that the carrying amount of goodwill exceeds its implied fair value.

In determining the fair value of its reporting units in step one of the goodwill impairment test, we compute the present value of discounted cash flows and terminal value projected for the reporting unit. The rate used to discount cash flows represents the weighted average cost of capital that we believe is reflective of the relevant risk associated with the projected cash flows.

To validate the reasonableness of the reporting unit fair values, we reconcile the aggregate fair values of the reporting units determined in step one of the goodwill impairment test to the market capitalization of NYSE Euronext to derive the implied control premium. In performing this reconciliation, we may, depending on the volatility of our stock price, use either the stock price on the valuation date or the average stock price over a range of dates around the valuation date, generally 30 days. We compare the implied control premium to premiums paid in observable recent transactions of comparable companies to determine if the fair value of the reporting units estimated in step one of the goodwill impairment test is reasonable.

57

In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-lived Assets” (“SFAS No. 144”), impairment exists when the carrying amount of an amortizable intangible asset exceeds its fair value. The carrying amount of an amortizable intangible asset is not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from it. An intangible asset subject to amortization shall be tested for recoverability whenever events or changes in circumstances, such as a significant or adverse change in the business climate that could affect the value of the intangible asset, indicate that its carrying amount may not be recoverable. An impairment loss is recorded to the extent the carrying amount of the intangible asset exceeds its fair value.

The process of evaluating the potential impairment of goodwill and other intangible assets is subjective and requires significant judgment on matters such as, but not limited to, the reporting unit at which goodwill should be measured for impairment, future operating performance and cash flows, cost of capital, terminal values, control premiums, remaining economic lives of assets, and the allocation of shared assets and liabilities to determine the carrying values for each of our reporting units. We use our internal forecasts to estimate future cash flows and actual future results may differ from those estimates.

In addition, in order to determine whether a decline in the value of certain securities and other investments is other-than-temporary, and among other factors, we evaluate the length of time and the extent to which the market value has been less than cost. In particular, we consider the impact of duration and severity on the period of time expected for recovery to occur. If we determine that the decline in value is other-than-temporary, we write down the carrying value of the related asset to its estimated fair value.

Results of Impairment Tests

Based upon tests performed during the fourth quarter of 2008, NYSE Euronext recorded the following impairment charges (in millions):

Goodwill	$	1,003	(1)
Other intangible assets, net		522	(2)
Other		65	(3)
Total impairment charges	$	1,590

(1) For the goodwill allocated to our European Cash reporting unit.

(2) For the national securities exchange registration of our European Cash reporting unit.

(3) Includes impairment losses recorded in connection with our investment in BM&F Bovespa ($57 million) and other investments ($8 million).

The impairment charges reflect current economic conditions, adverse equity market conditions which have caused a material decline in industry market multiples, and lower estimated future cash flows of our European Cash reporting unit as a result of increased competition which has caused a decline in our market share of cash trading in Europe as well as pricing pressures following the November 2007 introduction of the Markets in Financial Instruments Directive (“MiFID”).

Sources of Revenues

Activity Assessment

Our U.S. securities exchanges pay fees to the SEC pursuant to Section 31 of the Exchange Act. These Section 31 fees are designed to recover the costs to the government of supervision and regulation of securities markets and securities professionals. NYSE Group, in turn, collects activity assessment fees from member organizations executing trades on our U.S. securities exchanges, and recognizes these amounts when invoiced.

58

Fees received are included in cash at the time of receipt and, as required by law, the amount due to the SEC is remitted semiannually and recorded as an accrued liability until paid. The activity assessment fees are designed so that they are equal to the Section 31 fees. As a result, activity assessment fees and Section 31 fees do not have an impact on NYSE Euronext’s net income.

Cash Trading

In our U.S. Operations, NYSE charges transaction fees for executing trades in NYSE-listed equities on the NYSE, NYSE Arca, and NYSE Amex, as well as on orders that are routed to other market centers for execution. Changes to the pricing structure throughout 2007 and 2008 allowed further alignment of transaction revenue with executed volume.

In our European Operations, Euronext generates cash trading revenue from fees charged primarily for the execution of trades of equity and debt securities and other cash instruments on Euronext’s cash market, which is comprised of the separate cash markets operated in Amsterdam, Brussels, Lisbon and Paris.

Revenue from cash trading in any given period depends primarily on the number of shares traded on our U.S. securities exchanges, the number of trades executed on Euronext, and the fees charged for execution. The level of trading activity in any period is significantly influenced by a number of factors. See “—Factors Affecting Our Results.”

NYSE Euronext’s cash trading pricing structures continue to be examined closely as part of a broad strategic review of NYSE Euronext’s opportunities for revenue growth and efficiency improvement. As a result, we have and may continue to periodically modify our trading pricing structures. NYSE Euronext seeks to better capture value for the services it renders by aligning more closely transaction revenue with executed volume, product expansion and new product development. For example, effective October 1, 2008, we began offering a global pricing rebate to our European customers who exceed certain volume thresholds on each of our Euronext, NYSE and NYSE Arca trading platforms. Transaction fees that NYSE Euronext earns in the future could also continue to depend on the effect of certain regulations and rule changes, such as MiFID, which have the potential to impact the competitive environment in which NYSE Euronext operates.

Derivatives Trading

Revenue from derivatives trading consists of fixed per-contract fees for executing trades of derivatives contracts on NYSE Liffe and executing options contracts traded on NYSE Arca and NYSE Amex. In some cases, these fees are subject to caps.

Revenues for fixed per-contract fees are driven by the number of trades executed and fees charged per contract. The principal types of derivative contracts traded are equity and index products and short-term interest rate products. Trading in equity products is primarily driven by price volatility in equity markets and indices and trading in short-term interest rate products is primarily driven by volatility resulting from uncertainty over the direction of short-term interest rates. The level of trading activity for all products is also influenced by market conditions and other factors. See “—Factors Affecting Our Results.”

Listings

There are two types of fees applicable to companies listed on our U.S. and European securities exchanges—listing fees and annual fees. Listing fees consist of two components: original listing fees and fees related to other corporate-related actions. Original listing fees, subject to a minimum and maximum amount, are based on the number of shares that the company initially lists. Original listing fees, however, are not applicable to companies that transfer to one of our U.S. securities exchanges from another listing venue. Other corporate action related fees are paid by listed companies in connection with corporate actions involving the issuance of new shares to be

59

listed, such as stock splits, rights issues, sales of additional securities, as well as mergers and acquisitions, which are subject to a minimum and maximum fee.

Annual fees in the U.S. are charged based on the number of outstanding shares of the listed company at the end of the prior year. Non-U.S. companies pay fees based on the number of listed securities issued or held in the United States. Annual fees are recognized on a pro rata basis over the calendar year. Original fees are recognized as income on a straight-line basis over estimated service periods of ten years for the NYSE and the Euronext cash equities markets and five years for NYSE Arca and NYSE Amex. Unamortized balances are recorded as deferred revenue on the consolidated statements of financial condition.

Listing fees for the Euronext subsidiaries comprise admission fees paid by issuers to list securities on the cash market, annual fees paid by companies whose financial instruments are listed on the cash market, and corporate activity and other fees, consisting primarily of fees charged by Euronext Paris for centralizing shares in IPOs and tender offers. Revenues from listing fees relate primarily to the number of shares outstanding.

In general, Euronext has adopted a common set of listing fees for Euronext Paris, Euronext Amsterdam, Euronext Brussels and Euronext Lisbon. Under the harmonized fee book, domestic issuers (i.e., those from France, the Netherlands, Belgium and Portugal) pay admission fees to list their securities based on the market capitalization of the respective issuer. Subsequent listings of securities receive a 50% discount on admission fees. Non-domestic companies are charged admission and annual fees on a similar basis, although they are charged lower maximum admission fees and annual fees. Euronext Paris and Euronext Lisbon also charge centralization fees for collecting and allocating retail investor orders in IPOs and tender offers.

The revenue NYSE Euronext derives from listing fees is primarily dependent on the number and size of new company listings and tender offers. The number and size of new company listings and tender offers in any period depend primarily on factors outside of NYSE Euronext’s control, including general economic conditions in Europe and the United States (in particular, stock market conditions) and the success of competing stock exchanges in attracting and retaining listed companies.

Market Data

In our U.S. Operations we collect market data fees principally for consortium-based data products, also known as core data products, and, to a lesser extent, for NYSE proprietary data products, also known as non-core data products. Consortium-based data fees are dictated as part of the securities industry plans. Consortium-based data revenues from the dissemination of market data (net of administrative costs) are distributed to participating markets on the basis of a formula set by the SEC under Regulation NMS. Last sale prices and quotes in NYSE-listed securities are disseminated through Tape A, which constitutes the majority of the NYSE’s revenues from consortium-based market data revenues. We also receive a share of the revenues from Tape B and Tape C, which represents data related to trading of certain securities that are listed on NYSE Arca, NYSE Amex, other regional exchanges and Nasdaq, respectively. These revenues are influenced by demand for the data by professional and nonprofessional subscribers. In addition, we receive fees for the display of data on television and for vendor access. Our proprietary products make market data available to subscribers covering activity that takes place solely on our U.S. markets, independent of activity on other markets. Our proprietary data products also include the sale of depth of book information, historical price information and corporate action information.

The SEC approved a pilot program through March 31, 2009 for a new data product, NYSE Euronext Real-Time Reference Prices, which allows Internet and media organizations to buy real-time, last-sale market data from NYSE and provide it broadly and free of charge to the public. CNBC, Google Finance and nyse.com are now displaying NYSE Real-Time stock prices on their respective websites.

In our European Operations we charge a variety of users, primarily the end-users, for the use of real-time market data services. We also collect annual license fees from vendors for the right to distribute market data to third parties and a service fee from vendors for direct connection to market data. A substantial majority of our

60

European market data revenues is derived from monthly end-user fees. We also derive revenues from selling historical and reference data about securities, and by publishing the daily official lists for the Euronext markets. The principal drivers of market data revenues are the number of end-users and the prices for data packages.

Other Revenues

Other revenues include software and technology services and regulatory revenues, as well as trading license fees and other fees, fees for facilities and other services provided to specialists, brokers and clerks physically located on the floors of our U.S. markets that enable them to engage in the purchase and sale of securities on the trading floor, and fees for clearance and settlement activities in our European Operations.

Software and Technology Services. We generate revenues from connectivity services related to the SFTI network, software license and maintenance fees, and strategic consulting services. Customers pay to gain access to SFTI market centers via direct circuit to a SFTI access point or through a third-party service bureau or extranet provider. SFTI revenue typically includes a connection fee and monthly recurring revenue based on a customer’s connection bandwidth. Hardware co-location services are also offered at SFTI data centers, and customers typically sign multi-year contracts. Co-location revenue is recognized monthly over the life of the contract. Revenue is also earned from sales of our enterprise software platform, which provides low-latency messaging and trade lifecycle management. Software license revenue is recorded at the time of sale, and maintenance contracts are recognized monthly over the life of the maintenance term. Unrealized portions of invoiced maintenance fees are recorded as deferred revenue. Expert consulting services are offered for customization or installation of the software and for general advisory services. Consulting revenue is generally billed in arrears on a time and materials basis, although customers sometimes prepay for blocks of consulting services in bulk. Prepaid consulting revenue is booked as deferred revenue until the services are rendered.

We also generate revenues from software license contracts and maintenance agreements. We provide software which allows customers to receive comprehensive market-agnostic connectivity, transaction and data management solutions. Software license revenues are recognized at the time of client acceptance and maintenance agreements revenues are recognized monthly over the life of the maintenance term subsequent to acceptance.

Regulatory. Regulatory fees are charged to member organizations of our U.S. securities exchanges.

Components of Expenses

Section 31 Fees

See “—Sources of Revenues—Activity Assessment” above.

Liquidity Payments

To attract order flow, enhance liquidity and promote use of our markets, we offer our customers a variety of liquidity payment structures, tailored to specific market, product and customer characteristics. For example, on the NYSE, we provide liquidity payments to DMMs for their role in the revenue we earn under the Regulation NMS formula for quoting the most attractive bid and offer prices in an NMS security. Other liquidity payments include liquidity provider incentive schemes, strategy rebates, block trades and other volume related discounts, reductions to or waivers of transaction fees, a contribution to information technology and staff costs incurred in providing the services and/or a share of net transaction fees.

Routing and Clearing

We incur routing charges in the United States when we do not have the best bid or offer in the market for a security that a customer is trying to buy or sell on one of our U.S. securities exchanges. In that case, we route the customer’s order to the external market center that displays the best bid or offer. The external market center

61

charges us a fee per share (denominated in tenths of a cent per share) for routing to its system. Also, NYSE Arca incurs clearance, brokerage and related transaction expenses, which primarily include costs incurred in self-clearing activities, service fees paid per trade to exchanges for trade execution, and costs incurred due to erroneous trade execution.

Impairment Charges

Impairment charges include non-cash charges recorded in connection with the write-down of certain goodwill, indefinite-lived intangible assets and other investments to their estimated fair value.

Other Operating Expenses

Other Operating Expenses include merger expenses and exit costs, compensation, systems and communications, professional services, depreciation and amortization, occupancy and marketing and other.

Merger Expenses and Exit Costs

Merger expenses and exit costs consist of severance costs and related curtailment losses, depreciation charges triggered by the acceleration of certain fixed asset useful lives, as well as legal and other expenses directly attributable to business combinations and cost reduction initiatives.

Compensation

Compensation expense includes employee salaries, incentive compensation (including stock-based compensation) and related benefits expense, including pension, medical, post-retirement medical and supplemental executive retirement plan charges. Part-time help, primarily related to security personnel at the NYSE, is also recorded as part of compensation.

Systems and Communications

Systems and communications expense includes costs for development and maintenance of trading, regulatory and administrative systems; investments in system capacity, reliability and security; and costs of network connectivity between our customers and data centers, as well as connectivity to various other market centers.

Systems and communications expense also includes fees paid to third-party providers of networks and information technology resources, including fees for consulting, research and development services, software rental costs and licenses, hardware rental and related fees paid to third-party maintenance providers. Until the August 2008 acquisition of the 50% stake in AEMS we did not already own, such expenses for Euronext consisted primarily of fees charged by AEMS for information technology services relating to the operation and maintenance of Euronext’s cash and derivatives trading platforms, including license fees relating to NSC and LIFFE CONNECT. Following the acquisition of AEMS, we have in-sourced our European technology and the results of AEMS have been consolidated in our results of operations. As such, the reduction in systems and communications expense is offset by increases in other components of expenses (including compensation, professional services and occupancy costs).

Professional Services

Professional services expense includes consulting charges related to various technological and operational initiatives, as well as legal and audit fees.

Depreciation and Amortization

Depreciation and amortization expenses consist of costs from depreciating fixed assets (including computer hardware and capitalized software) and amortizing intangible assets over their estimated useful lives.

62

Occupancy

Occupancy includes costs related to NYSE Euronext’s leased premises, as well as real estate taxes and maintenance of owned premises.

Marketing and Other

Marketing and other expenses includes advertising, printing and promotion expenses, insurance premiums, travel and entertainment expenses, co-branding, investor education and advertising expenses with NYSE listed companies as well as general and administrative expenses.

Regulatory Fine Income

Regulatory fine income, which we include in our operating income, is generated from fines levied by NYSE Regulation, which regulates and monitors trading on our U.S. securities exchanges. The frequency with which fines may be levied and their amount will vary based upon the actions of participants on our U.S. securities exchanges. Regulatory fines are used only for regulatory purposes.

Results of Operations

For the year ended December 31, 2008, the results of operations of NYSE Euronext included the results of operations of Wombat, AEMS and NYSE Amex since their respective dates of acquisition (March 7, 2008, August 5, 2008 and October 1, 2008, respectively). For the year ended December 31, 2007, the results of operations of NYSE Euronext included the results of NYSE Group for the full period and the results of operations of Euronext since April 4, 2007, the date that the combination of NYSE Group and Euronext was consummated. For the comparable period in 2006, the results of operations of NYSE Euronext only included the results of NYSE Group. For the year ended December 31, 2006, the results of operations of NYSE Group included the results of operations of NYSE Arca since March 7, 2006, the date the merger of NYSE and Archipelago was consummated. The operations of GL Trade, which were sold on October 1, 2008, are reflected as discontinued.

63

Year Ended December 31, 2008 Versus Year Ended December 31, 2007

The following table sets forth NYSE Euronext’s consolidated statements of operations for the years ended December 31, 2008 and 2007, as well as the percentage increase or decrease for each item for the year ended December 31, 2008, as compared to such item for the year ended December 31, 2007.

	Year Ended December 31,						Percent Increase (Decrease)
	2008			2007
	(in millions)
Revenues
Activity assessment	$	229		$	556		(59	)%
Cash trading		2,387			1,575		52	%
Derivatives trading		919			661		39	%
Listing		395			385		3	%
Market data		429			371		16	%
Other revenues		344			390		(12	)%
Total revenues		4,703			3,938		19	%
Section 31 fees		(229	)		(556	)	(59	)%
Liquidity payments		(1,292	)		(729	)	77	%
Routing and clearing		(300	)		(222	)	35	%
Impairment charges		(1,590	)		—		—
Other operating expenses		(1,883	)		(1,582	)	19	%
Regulatory fine income		3			30		(90	)%
Operating (loss) income from continuing operations		(588	)		879		(167	)%
Interest expense		(150	)		(129	)	16	%
Interest and investment income		51			69		(26	)%
Gain on sale of equity investment and businesses		4			33		(88	)%
Income from associates		1			10		(90	)%
Other income		37			30		23	%
(Loss) income from continuing operations before income tax provision and minority interest		(645	)		892		(172	)%
Income tax provision		(95	)		(243	)	(61	)%
Minority interest		(5	)		(10	)	(50	)%
(Loss) income from continuing operations		(745	)		639		(217	)%
Income from discontinued operations		7			4		75	%
Net (loss) income	$	(738	)	$	643		(215	)%

Highlights

For the year ended December 31, 2008, NYSE Euronext reported revenues (excluding activity assessment fees) of $4,474 million, operating loss from continuing operations of $(588) million and net loss of $(738) million. This compares to revenues (excluding activity assessment fees) of $3,382 million, operating income from continuing operations of $879 million and net income of $643 million for the year ended December 31, 2007.

The $1,092 million increase in revenues (excluding activity assessment fees), $(1,467) million decrease in operating income from continuing operations and $(1,381) million decrease in net income for the period reflect the following principal factors:

• Increased revenues—The period-over-period increase of $1,092 million in revenues reflects primarily the inclusion of Euronext’s results for the full year in 2008 as compared to the same period a year ago, which only included the results of Euronext subsequent to the April 4, 2007 merger between NYSE

64

Group and Euronext. Higher trading volumes primarily in the U.S. cash markets and price changes also contributed to the increase in revenues. Higher trading volume increased liquidity payment and routing and clearing expenses, which partially offset increased revenues for the period.

• Operating (loss) income from continuing operations—The period-over-period decrease in operating income of $(1,467) million was primarily due to impairment charges, higher liquidity payments on higher trading volumes, incremental merger expenses and exit costs as we continue to integrate our businesses, partially offset by revenue growth primarily in cash and derivatives markets.

• Net (loss) income—The period-over-period decrease in net income of $(1,381) million was primarily due to impairment charges, higher liquidity payments associated with higher trading volumes, incremental merger expenses and exit costs, partially offset by revenue growth primarily in cash and derivatives markets.

Consolidated and Segment Results

Revenues

	Year Ended December 31,
	2008									2007
	U.S. Operations		European Operations		Corporate Items and Eliminations			Total		U.S. Operations		European Operations		Corporate Items and Eliminations		Total
	(in millions)
Activity assessment	$	229	$	—	$	—		$	229	$	556	$	—	$	—	$	556
Cash trading		1,759		628		—			2,387		1,165		410		—		1,575
Derivatives trading		152		767		—			919		86		575		—		661
Listing		363		32		—			395		363		22		—		385
Market data		215		214		—			429		225		146		—		371
Other revenues		252		119		(27	)		344		352		38		—		390
Total revenues	$	2,970	$	1,760	$	(27	)	$	4,703	$	2,747	$	1,191	$	—	$	3,938

Activity Assessment. Activity assessment fees are collected from member organizations executing trades on US markets. The decrease in activity assessment fees was mainly due to a 63% decline in the related SEC rate.

Cash Trading. For the year ended December 31, 2008, U.S. Operations contributed $1,759 million to NYSE Euronext’s cash trading revenues, a $594 million increase as compared to December 31, 2007. The primary drivers for this increase were increased handled trading volume on the NYSE Arca platforms and pricing changes on both the NYSE and NYSE Arca trading platforms. European Operations contributed $628 million in cash trading revenues as a result of the inclusion of Euronext for the full year in 2008 as compared to the same period a year ago, which only included the results of Euronext subsequent to the April 4, 2007 merger between NYSE Group and Euronext, higher trading volumes and favorable currency impact as a result of the strengthening of the Euro versus the U.S. dollar, partially offset by price reductions due to the implementation of Pack Epsilon and other pricing changes.

Derivatives Trading. For the year ended December 31, 2008, derivatives trading revenues increased by $258 million from the comparable period in 2007 to $919 million, primarily reflecting higher trading volumes, the inclusion of Euronext’s results for the full year in 2008 as compared to the same period a year ago, which only included the results of Euronext subsequent to the April 4, 2007 merger between NYSE Group and Euronext, and the acquisitions of NYSE Liffe US and NYSE Amex. These increases were partially offset by unfavorable currency impact as a result of the weakening pound sterling (local currency of NYSE Liffe) versus the U.S. dollar.

65

Listing. For the year ended December 31, 2008, listing fees were $395 million, an increase of $10 million from the comparable period in 2007, primarily due to the inclusion of Euronext for the full year in 2008 as compared to the same period a year ago, which only included the results of Euronext subsequent to the April 4, 2007 merger between NYSE Group and Euronext.

Market Data. For the year ended December 31, 2008, compared to the year ended December 31, 2007, market data revenue increased $58 million to $429 million, primarily due to higher subscriptions and price increase in Europe, as well as the inclusion of Euronext’s results for the full year in 2008 as compared to the same period a year ago, which only included the results of Euronext subsequent to the April 4, 2007 merger between NYSE Group and Euronext. Market data revenues within U.S. Operations were $215 million, a decrease of $10 million from the comparable period a year ago, reflecting a decline in our market share of trading in Tape A securities.

Other. For the year ended December 31, 2008, compared to the year ended December 31, 2007, other revenues decreased $46 million, or 12%, to $344 million. The decrease was primarily due to the lower regulatory revenues as a result of the FINRA divestiture and regulatory pricing changes. Offsetting these decreases were higher software revenues mainly as a result of the acquisition of Wombat and AEMS.

Expenses

	Year Ended December 31,
	2008												2007
	U.S. Operations			European Operations			Corporate Items and Eliminations			Total			U.S. Operations			European			Corporate Items and Eliminations			Total
	(in millions)
Section 31 fees	$	(229	)	$	—		$	—		$	(229	)	$	(556	)	$	—		$	—		$	(556	)
Liquidity payments		(1,145	)		(147	)		—			(1,292	)		(626	)		(103	)		—		$	(729	)
Routing and clearing		(300	)		—			—			(300	)		(222	)		—			—			(222	)
Impairment charges		(5	)		(1,585	)		—			(1,590	)		—			—			—			—
Other operating expenses		(963	)		(906	)		(14	)		(1,883	)		(1,001	)		(556	)		(25	)		(1,582	)
Regulatory fine income		3			—			—			3			30			—			—			30

Section 31 fees. Section 31 fees are designed to recover the costs to the U.S. government of supervision and regulation of securities markets and securities professionals. NYSE Euronext, in turn, collects activity assessment fees from member organizations executing trades on the NYSE and NYSE Arca. The decrease in Section 31 fees for the year ended December 31, 2008 was due to a 63% decline in the SEC rate collected and subsequently paid as compared to the same period a year ago.

Liquidity Payments. For the year ended December 31, 2008, liquidity payments were $1,292 million, an increase of $563 million compared to the year ended December 31, 2007. In addition to the contribution of European Operations for the full year in 2008, the increase in U.S. Operations reflects (i) increased handled trading volume on the NYSE Arca platform, including the implementation on NYSE Arca, Inc. of an industry-wide pilot program for trading designated option contracts in penny increments, which resulted in increased trading volumes, and (ii) pricing and rebate changes implemented during the fourth quarter 2007 and throughout 2008.

Routing and Clearing. For the year ended December 31, 2008, routing and clearing fees were $300 million, an increase of $78 million compared to the year ended December 31, 2007. This increase was primarily due to new and increased amount of routing costs incurred as a result of order flow being routed to other market centers.

Impairment charges. For the year ended December 31, 2008, we recorded impairment charges of $1,590 million primarily in connection with the write-down of goodwill and other intangible assets in our European Operations to their estimated fair value.

66

Other Operating Expenses. For the year ended December 31, 2008, other operating expenses were $1,883 million, an increase of $301 million compared to the year ended December 31, 2007. The increase was primarily due to the inclusion of results of Euronext for the full year 2008, compared to the year ended December 31, 2007, and incremental merger expenses and exit costs following the implementation of cost containment initiatives.

Regulatory Fine Income

For the year ended December 31, 2008, compared to the year ended December 31, 2007, regulatory fine income decreased $27 million to $3 million. Regulatory fines result from actions taken by NYSE Regulation in its oversight of NYSE and NYSE Arca member organizations and, accordingly, may vary period over period. Regulatory fine income was expected to decrease as a result of the transfer of certain functions previously carried out by NYSE Regulation to FINRA effective July 30, 2007.

Non-operating components of our results of operations were as follows:

Interest Expense

Interest expense is primarily attributable to the debt incurred to fund the cash portion of the consideration paid to Euronext shareholders in April 2007 as well as debt incurred as part of subsequent transactions. The $21 million increase in interest expense was primarily due to the fact that our debt was outstanding for the full year in 2008 as compared to 2007 when we only started incurring meaningful debt in April following the merger transaction with Euronext. In addition, in the second quarter of 2008, we issued $750 million of fixed rate bonds due in June 2013 and €750 million ($1,181 million) of fixed rate bonds due in June 2015 in order to, among other things, refinance outstanding commercial paper and lengthen the maturity profile of our debt. These bonds bear interest at fixed rates per annum which are higher than the floating rate on commercial paper for the period.

Interest and Investment Income

The decrease in the average balance of cash and financial investments, fluctuation of interest rates and general market conditions were the primary drivers of the decrease in interest and investment income.

Gain on Sale of Equity Investment and Businesses

For the year ended December 31, 2008, NYSE Euronext recorded a $4 million gain on sale of equity investment primarily related to Powernext and Endex. For the year ended December 31, 2007, gain on sale of equity investment was $33 million primarily reflecting the sale of the member firm regulatory functions of NYSE Regulation to FINRA.

Income from Associates

Income from associates reflects NYSE Euronext pro rata share in earnings of equity method investments, primarily AEMS up until the August 5, 2008 acquisition of the remaining 50% stake previously owned by Atos Origin. Subsequent to the acquisition, the results of AEMS have been fully consolidated in our results of operations.

Other Income

For the year ended December 31, 2008, other income of $37 million primarily reflected foreign exchange and other one-time gains.

Minority Interest

For the year ended December 31, 2008, NYSE Euronext recorded minority interest of $5 million primarily representing 2.3% of the Euronext N.V. income for the period from January 1, 2008 to May 20, 2008 (the effective date of the statutory buy-out of the remaining minority Euronext shareholders).

67

Income Taxes

For the year ended December 31, 2008, NYSE Euronext provided for income taxes at an estimated tax rate of (15)%. Our effective tax rate was lower than the statutory rate primarily due to foreign operations and the non-deductability of goodwill impairment charges. For the year ended December 31, 2007, the consolidated effective tax rate was 27% which reflected foreign earnings taxed at lower rates. Included in the income tax provision for the year ended December 31, 2007 was a deferred tax benefit of $55 million related to an enacted reduction of the corporate tax rate from 30% to 28% in the United Kingdom.

Year Ended December 31, 2007 Versus Year Ended December 31, 2006

The following table sets forth NYSE Euronext’s consolidated statements of operations for the years ended December 31, 2007 and 2006, as well as the percentage increase or decrease for each item for the year ended December 31, 2007, as compared to such item for the year ended December 31, 2006.

	Year Ended December 31,						Percent Increase (Decrease)
	2007			2006
	(in millions)
Revenues
Activity assessment	$	556		$	673		(17	)%
Cash trading		1,575			645		144	%
Derivatives trading		661			31		2,032	%
Listing		385			356		8	%
Market data		371			223		66	%
Software and technology services		98			137		(28	)%
Regulatory		152			184		(17	)%
Other		140			127		10	%
Total revenues		3,938			2,376		66	%
Section 31 fees		(556	)		(673	)	(17	)%
Liquidity payments		(729	)		(265	)	175	%
Routing and clearing		(222	)		(74	)	200	%
Other operating expenses		(1,582	)		(1,166	)	36	%
Regulatory fine income		30			36		(17	)%
Operating income from continuing operations		879			234		276	%
Interest expense		(129	)		(3	)	4,200	%
Interest and investment income		69			44		57	%
Gain on sale of equity investment and businesses		33			21		57	%
Income from associates		10			—		—	%
Other income		30			33		(9	)%
Income from continuing operations before income tax provision and minority interest		892			329		171	%
Income tax provision		(243	)		(121	)	101	%
Minority interest		(10	)		(3	)	233	%
Income from continuing operations		639			205		212	%
Income from discontinuing operations		4			—		—	%
Net income	$	643		$	205		214	%

68

Highlights

For the year ended December 31, 2007, NYSE Euronext reported revenues (excluding activity assessment fees), operating income from continuing operations and net income of $3,382 million, $879 million and $643 million, respectively. This compares to revenues (excluding activity assessment fees), operating income from continuing operations and net income of $1,703 million, $234 million and $205 million, respectively.

The $1,679 million increase in revenues (excluding activity assessment fees), $645 million increase in operating income from continuing operations and $438 million increase in net income for the period reflect the following principal factors:

• Increased revenues—Euronext’s results of operations were consolidated following the April 4, 2007 combination with NYSE Group and contributed revenues of $1,191 million for the year ended December 31, 2007, which was the primary driver of the period-over-period increase. Higher U.S. trading volumes also contributed to increased revenues, as well as increased liquidity payment and routing and clearing expenses, which partially offset increased revenues for the period.

• Increased operating income from continuing operations—The period-over-period increase in operating income of $645 million was the result of Euronext’s contribution to operating income of $530 million, as well as other revenue growth and overall operating efficiencies as we realize merger synergies.

• Improved net income—Period-over-period, net income increased $438 million, which was primarily impacted by the consolidation of Euronext, revenue growth and overall operating efficiencies.

Consolidated and Segment Results

Revenues

	Year Ended December 31,
	2007						2006
	U.S. Operations		European Operations		Total		U.S. Operations		European Operations	Total
	(in millions)
Activity assessment	$	556	$	—	$	556	$	673	—	$	673
Cash trading		1,165		410		1,575		645	—		645
Derivatives trading		86		575		661		31	—		31
Listing		363		22		385		356	—		356
Market data		225		146		371		223	—		223
Other		352		38		390		448	—		448
Total revenues	$	2,747	$	1,191	$	3,938	$	2,376	—	$	2,376

Cash trading. For the year ended December 31, 2007, U.S. Operations contributed $1,165 million to NYSE Euronext’s cash trading revenues, a $520 million increase as compared to December 31, 2006. The primary drivers of this increase (and their corresponding contributions) were pricing structure changes that were implemented for part of 2006 and for the full period in 2007 on both the NYSE and NYSE Arca (approximately $292 million), increased trading volume (approximately $139 million), and the inclusion of the results of NYSE Arca for the full year 2007 (approximately $89 million). European Operations contributed $410 million in revenues, reflecting the results of Euronext subsequent to the April 4, 2007 merger between NYSE Group and Euronext, in addition to increased trading volumes due to positive structural trading trends (such as the high frequency of algorithmic trading) and increased market volatility.

Derivatives trading. For the year ended December 31, 2007, derivatives trading revenues increased by $630 million from the comparable period in 2006 to $661 million, primarily reflecting the impact of Euronext’s business subsequent to the April 4, 2007 merger between NYSE Group and Euronext as well as increased market volatility resulting in increased trading volumes both in the U.S. and in Europe.

69

Listing. For the year ended December 31, 2007, listing fees were $385 million, an increase of $29 million from the comparable period in 2006, primarily reflecting the impact of Euronext’s business subsequent to the April 4, 2007 merger between NYSE Group and Euronext, and an increase in aggregate shares billed for annual fees by U.S. Operations.

Market data. For the year ended December 31, 2007, compared to the year ended December 31, 2006, market data revenue increased $148 million to $371 million, primarily reflecting the results of Euronext subsequent to the April 4, 2007 merger between NYSE Group and Euronext.

Other. For the year ended December 31, 2007, compared to the year ended December 31, 2006, other revenues decreased $58 million, or 13%, to $390 million. The decrease was primarily due to (i) a $32 million decrease in U.S. Operations’ regulatory revenue as a result of the completion of the sale of the member firm regulatory functions of NYSE Regulation to FINRA in July 2007, (ii) a $37 million decrease in U.S. Operations’ software and technology services revenue primarily as a result of a reduction in the amount of services provided by SIAC to its customers, and (iii) a $27 million decrease in U.S. Operations’ other revenue as a result of the discontinuation of the specialists trading privilege fee in December 2006 and the overall decrease of traders on the NYSE’s trading floor. These decreases were partially offset by the European Operations as the results of Euronext subsequent to the April 4, 2007 combination of the businesses of NYSE Group and Euronext.

Expenses

	Year Ended December 31,
	2007												2006
	U.S. Operations			European Operations			Corporate Items and Eliminations			Total			U.S. Operations			European Operations		Corporate Items and Eliminations			Total
	(in millions)
Section 31 fees	$	(556	)	$	—		$	—		$	(556	)	$	(673	)	$	—	$	—		$	(673	)
Liquidity payments		(626	)		(103	)		—			(729	)		(265	)		—		—			(265	)
Routing and clearing		(222	)		—			—			(222	)		(74	)		—		—			(74	)
Other operating		(1,001	)		(556	)		(25	)		(1,582	)		(1,146	)		—		(20	)		(1,166	)
Regulatory fine		30			—			—			30			36			—		—			36

Liquidity Payments. For the year ended December 31, 2007, liquidity payments were $729 million, an increase of $464 million compared to the year ended December 31, 2006. This increase reflects (i) changes in the NYSE’s pricing structure implemented during December 2006 that included a fixed monthly specialist rebate (representing approximately $92 million), coupled with increased trading volumes on our U.S. cash markets (representing approximately $205 million), (ii) the implementation on NYSE Arca, Inc. of an industry-wide pilot program for trading designated options contracts in penny increments, which resulted in increased trading volumes on which liquidity payments were made (representing approximately $20 million), (iii) the inclusion of the results of NYSE Arca for the full year 2007 (representing approximately $44 million), (iv) the results of Euronext subsequent to the April 4, 2007 merger between NYSE Group and Euronext and (v) increased trading volatility in the European derivatives markets.

Routing and Clearing. For the year ended December 31, 2007, routing and clearing fees were $222 million, an increase of $148 million compared to the year ended December 31, 2006. This increase was primarily due to new and increased amount of routing costs incurred as a result of higher trading volume and order flow being routed to other market centers (representing approximately $133 million) and the inclusion of the results of NYSE Arca for the full year 2007 (representing approximately $15 million).

Other Operating Expenses. For the year ended December 31, 2007, other operating expenses were $1,582 million, an increase of $416 million compared to the year ended December 31, 2006. The increase was primarily related to systems and communications ($144 million), depreciation and amortization ($104 million), marketing

70

and other ($69 million), compensation ($54 million), and all others ($45 million). The driver of the increase was primarily as a result of the impact of European Operations, reflecting the results of Euronext subsequent to the April 4, 2007 merger between NYSE Group and Euronext.

Regulatory Fine Income

For the year ended December 31, 2007, compared to the year ended December 31, 2006, regulatory fine income decreased $6 million to $30 million reflecting, in part, the impact of the creation of FINRA in July 2007 and the transfer to it of certain regulatory functions of NYSE Regulation. Regulatory fines result from actions taken by NYSE Regulation in its oversight of NYSE and NYSE Arca member organizations and, accordingly, may vary period over period. Regulatory fine income will continue to decrease in future periods following the creation of FINRA.

Non-operating components of our results of operations were as follows:

Interest Expense

The significant increase in interest expense was primarily attributable to the debt incurred to fund the cash portion of the consideration paid to Euronext shareholders in April 2007.

Interest and Investment Income

Consolidation of interest and investment income from Euronext and the favorable impact of rising interest rates on cash, cash equivalents and financial investments were the primary factors in the $25 million increase in interest and investment income.

Gain on Sale of Equity Investment and Businesses

For the year ended December 31, 2007, NYSE Euronext recorded a $32 million gain on the sale of the member firm regulatory functions of NYSE Regulation to FINRA.

Income from Associates

Income from associates reflects NYSE Euronext pro rata share in earnings of equity method investments, including AEMS, MTS (through its disposition on September 14, 2007) and Powernext.

Other Income

For the year ended December 31, 2007, other income of $30 million primarily reflected the receipt of insurance reimbursements, which may vary period over period.

Minority Interest

For the year ended December 31, 2007, NYSE Euronext recorded minority interest of $10 million primarily representing 2.32% of the Euronext income for the period, which corresponds to the percentage of voting rights that were not tendered during the initial exchange offer period. During the comparable period in 2006, NYSE Euronext recorded minority interest until November 1, 2006 when it purchased the one-third ownership stake in SIAC previously held by NYSE Amex.

Income Taxes

The consolidated effective tax rate for the year ended December 31, 2007 was 27% which reflects foreign earnings taxed at lower rates. Included in the income tax provision for the year ended December 31, 2007 was a deferred tax benefit of $55 million related to an enacted reduction of the corporate tax rate from 30% to 28% in the United Kingdom. For the year ended December 31, 2006, NYSE Euronext’s effective rate was 37%, lower than the statutory rate primarily as a result of federal and state tax credits.

71

Liquidity and Capital Resources

NYSE Euronext’s financial policy seeks to finance the growth of its business, remunerate shareholders and ensure financial flexibility, while maintaining strong creditworthiness and liquidity. NYSE Euronext’s primary sources of liquidity are cash flows from operating activities, current assets and existing bank facilities. NYSE Euronext’s principal liquidity requirements are for working capital, capital expenditures and general corporate use.

Cash Flows From Operating Activities

For the year ended December 31, 2008, net cash provided by operating activities of continuing operations was $721 million. Capital expenditures for the year ended December 31, 2008 were $376 million.

Under the terms of the operating agreement of the NYSE, no regulatory fees, fines or penalties collected by NYSE Regulation may be distributed to NYSE Euronext or any entity other than NYSE Regulation. As a result, the use of regulatory fees, fines and penalties collected by NYSE Regulation may be considered restricted. As of December 31, 2008, NYSE Euronext did not have significant restricted cash balances.

Net Financial Indebtedness

As of December 31, 2008, NYSE Euronext had approximately $3.1 billion in debt outstanding and $1.0 billion of cash and cash equivalents and financial investments, resulting in $2.1 billion in net indebtedness. We define net indebtedness as outstanding debt less cash and cash equivalents and financial investments.

Net indebtedness was as follows (in millions):

	December 31,
	2008		2007
Cash and cash equivalents	$	777	$	934
Current investments		236		557
Securities purchased under agreements to resell		—		9
Cash, cash equivalents and financial investments		1,013		1,500
Short term debt		1,350		2,164
Long term debt		1,787		494
Total debt		3,137		2,658
Net indebtedness	$	2,124	$	1,158

Cash, cash equivalents and financial investments are managed as a global treasury portfolio of non-speculative financial instruments that are readily convertible into cash, such as overnight deposits, term deposits, money market funds, mutual funds for treasury investments, short duration fixed income investments and other money market instruments, thus ensuring high liquidity of financial assets.

As of December 31, 2008, NYSE Euronext’s main debt instruments were as follows (in millions):

	Principal amount	Maturity
Commercial paper issued under the global commercial paper program	$692	From January 2, 2009 until March 16, 2009
Bond in sterling	£250($365)	June 16, 2009
4.8% bond in U.S. dollar	$750	June 30, 2013
5.375% bond in Euro	€750($1,044)	June 30, 2015
Bank overdraft	$249

72

The £250 million ($365 million) fixed rate bonds were issued in 2004 to refinance the acquisition of LIFFE (Holdings) plc by Euronext and were swapped to floating rate using a fixed-to-floating rate swap. As of December 31, 2008, taking into account this swap, the effective interest rate on the bonds was 3.3%. The bonds mature in June 2009.

In 2007, NYSE Euronext entered into a U.S. dollar and euro-denominated global commercial paper program of $3.0 billion in order to refinance the acquisition of the Euronext shares. As of December 31, 2008, NYSE Euronext had $0.7 billion of debt outstanding at an average interest rate of 2.9% under this commercial paper program. The effective interest rate of commercial paper issuances does not materially differ from short term interest rates (Libor U.S. for commercial paper issued in U.S. dollar and Euribor for commercial paper issued in euro). The fluctuation of these rates due to market conditions may therefore impact the interest expense incurred by NYSE Euronext.

The commercial paper program is backed by a $2.0 billion 5-year syndicated revolving bank facility maturing on April 4, 2012 and a $1.0 billion 364-day syndicated revolving bank facility maturing on April 1, 2009. These bank facilities are also available for general corporate purposes and were not drawn as of December 31, 2008. On September 15, 2008, the amount of commitments readily available to NYSE Euronext under the $2.0 billion April 2012 facility decreased from $2.0 billion to $1,833 million as a result of the bankruptcy filing of Lehman Brothers Holdings Inc., which had provided a $167 million commitment under this facility.

In August 2006, prior to the combination with NYSE Group, Euronext entered into a €300 million ($418 million) revolving credit facility available for general corporate purposes, which matures on August 4, 2011. On a combined basis, as of December 31, 2008, NYSE Euronext had three committed bank credit facilities totaling $3.2 billion, with no amount outstanding under any of these facilities. The commercial paper program and the credit facilities include terms and conditions customary for agreements of this type, which may restrict NYSE Euronext’s ability to engage in additional transactions or incur additional indebtedness.

In the second quarter of 2008, NYSE Euronext issued $750 million of fixed rate bonds due in June 2013 and €750 million ($1,181 million) of fixed rate bonds due in June 2015 in order to, among other things, refinance outstanding commercial paper and lengthen the maturity profile of its debt. These bonds bear interest at a rate per annum of 4.8% and 5.375%, respectively. The terms of the bonds do not contain any financial covenants. The bonds may be redeemed by NYSE Euronext or the bond holders under certain customary circumstances, including a change in control. The terms of the bonds also provide for customary events of default and a negative pledge covenant.

Liquidity Risk

NYSE Euronext continually reviews its liquidity and debt positions, and subject to market conditions and credit and strategic considerations, may from time to time determine to vary the maturity profile of its debt and diversify its sources of financing. NYSE Euronext anticipates being able to support short-term liquidity and operating needs primarily through existing cash balances and financing arrangements, along with future cash flows from operations. If existing financing arrangements are insufficient to meet anticipated needs or to refinance existing debt, NYSE Euronext may seek additional financing in either the debt or equity markets. NYSE Euronext may also seek equity or debt financing in connection with future acquisitions or other strategic transactions. While we believe that we generally have access to debt markets, including bank facilities and publicly and privately issued long and short term debt, we may not be able to obtain additional financing on acceptable terms or at all.

The commercial paper market experienced disruptions in the second half of 2008. Because new issues of commercial paper generally fund the retirement of outstanding issues, NYSE Euronext is also exposed to the rollover risk of not being able to refinance outstanding commercial paper. In order to mitigate the rollover risk, NYSE Euronext maintains backstop bank facilities for an aggregate amount exceeding at any time the amount issued under its commercial paper program. In the event of severe disruptions in the commercial paper market, NYSE Euronext would have the ability to draw on these backstop facilities.

73

Share Repurchase Program

The board of directors has authorized the repurchase of up to $1.0 billion of NYSE Euronext common stock. Subsequent to the October 1, 2008 acquisition of NYSE Amex, NYSE Euronext commenced repurchases under this authorization, and NYSE Euronext plans to repurchase stock from time to time at the discretion of management in open market or privately negotiated transactions or otherwise, subject to applicable U.S. and European laws, regulations and approvals, strategic considerations, market conditions and other factors. As of December 31, 2008, NYSE Euronext had repurchased 13.4 million shares at an average price of $26.04 per share. Under SEC rules, NYSE Euronext will not be able to repurchase shares during certain restricted time periods.

Dividends

In June 2007, the board of directors declared an annual cash dividend of $1.00 per share of common stock, payable on a quarterly basis. Quarterly dividends of $0.25 per share were paid on July 13, 2007, December 28, 2007 and March 31, 2008. In March 2008, the board of directors approved an increase in NYSE Euronext’s annual dividend, to $1.20 per share of common stock. Quarterly dividends of $0.30 per share were paid on June 30, 2008, September 30, 2008 and December 31, 2008. A quarterly dividend of $0.30 per share is scheduled to be paid on March 31, 2009. On February 9, 2009, NYSE Euronext announced that its board of directors had determined to maintain NYSE Euronext’s quarterly dividend of $0.30 per share through 2009.

Summary Disclosures About Contractual Obligations

The table below summarizes NYSE Euronext’s debt and future minimum lease obligations on its operating leases as of December 31, 2008 (in millions):

	Payments due by year(1)
	Total	2009		2010		2011		2012		2013		Thereafter
Debt (principal and accrued interest obligations)	$3,137	$	1,350	$	—	$	—	$	—	$	748	$	1,039
Debt (future interest obligations)	550		72		92		92		92		74		128
Operating lease obligations	648		121		109		74		66		54		224
Other commitments(2)	624		621		3		—		—		—		—
	$4,959	$	2,164	$	204	$	166	$	158	$	876	$	1,391

(1) As of December 31, 2008, obligations under capital leases were not significant. NYSE Euronext also has obligations related to unrecognized tax positions, deferred compensation and other post-retirement benefits. The date of payment under these obligations cannot be determined. See Notes 8—“Pension and Other Benefit Programs,” 10—“Stock Based Compensation,” and 15—“Income Taxes” to the consolidated financial statements.

(2) Including in 2009, $250 million for the acquisition of a 25% ownership interest in the Doha Securities Market and €260 million ($362 million) for NYSE Liffe Clearing. As previously announced, we are currently in discussions to restructure the equity investment portion of the transaction, which will likely reduce our ownership interest to 20% and our cost to $200 million, payable over several years.

Critical Accounting Policies and Estimates

The following provides information about NYSE Euronext’s critical accounting policies and estimates. Critical accounting policies reflect significant judgments and uncertainties, and potentially produce materially different results, assumptions and conditions.

Revenue Recognition

There are two types of fees applicable to companies listed on our exchanges—listing fees and annual fees. Listing fees consist of two components: original listing fees and fees related to other corporate action. Original listing fees, subject to a minimum and maximum amount, are based on the number of shares that the company

74

initially lists. Original listing fees, however, are not applicable to companies when they list on the NYSE or NYSE Arca in the context of a transfer from another market. Other corporate action related fees are paid by listed companies in connection with corporate actions involving the issuance of new shares. Annual fees are recognized on a pro rata basis over the calendar year. Original listing fees are recognized on a straight-line basis over their estimated service periods of 10 years for NYSE and Euronext, and 5 years for NYSE Arca and NYSE Amex. Unamortized balances are recorded as deferred revenue on the consolidated statements of financial condition.

In addition, NYSE Euronext, through Wombat, licenses software and provides software services which are accounted for in accordance with American Institute of Certified Public Accountants Statement of Position (“SOP”) 97-2, “Software Revenue Recognition,” which involves significant judgment.

Goodwill and Other Intangible Assets

NYSE Euronext reviews the carrying value of goodwill for impairment at least annually based upon estimated fair value of NYSE Euronext’s reporting units. Should the review indicate that goodwill is impaired, NYSE Euronext’s goodwill would be reduced by the difference between the carrying value of goodwill and its fair value.

NYSE Euronext reviews the useful life of its indefinite-lived intangible assets to determine whether events or circumstances continue to support the indefinite useful life categorization. In addition, the carrying value of NYSE Euronext’s other intangible assets is reviewed by NYSE Euronext at least annually for impairment based upon the estimated fair value of the asset.

For purposes of performing the impairment test, fair values are determined using discounted cash flow methodology. This requires significant judgments including estimation of future cash flows, which, among other factors, is dependent on internal forecasts, estimation of the long-term rate of growth for businesses, and determination of weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill and other intangible impairment for each reporting unit.

Income Taxes

NYSE Euronext records income taxes using the asset and liability method, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not.

Deferred income taxes are provided for the estimated income tax effect of temporary differences between financial and tax bases in assets and liabilities. Deferred tax assets are also provided for certain tax carryforwards. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

NYSE Euronext is subject to numerous domestic and foreign jurisdictions primarily based on its operations in these jurisdictions. Significant judgment is required in assessing the future tax consequences of events that have been recognized in NYSE Euronext’s financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could have material impact on NYSE Euronext’s financial position or results of operations.

Pension and Other Post-Retirement Employee Benefits

Pension and Other Post-Employment Benefits (OPEB) costs and liabilities are dependent on assumptions used in calculating such amounts. These assumptions include discount rates, health care cost trend rates, benefits earned, interest cost, expected return on assets, mortality rates, and other factors. In accordance with the U.S.

75

generally accepted accounting principles, actual results that differ from the assumptions are accumulated and amortized over the future periods and, therefore, generally affect recognized expense and the recorded obligation in future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect NYSE Euronext’s pension and other post-retirement obligations and future expense.

Hedging Activities

NYSE Euronext uses derivative instruments to limit exposure to changes in foreign currency exchange rates and interest rates. NYSE Euronext accounts for derivatives pursuant to SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities (“SFAS No. 133”).” SFAS No. 133 establishes accounting and reporting standards for derivative instruments and requires that all derivatives be recorded at fair value on the statement of financial condition. Changes in the fair value of derivative financial instruments are either recognized in other comprehensive income or net income depending on whether the derivative is being used to hedge changes in cash flows or changes in fair value.

New Accounting Pronouncements

SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”), requires the acquiring entity in a business combination to: (1) recognize all assets acquired and liabilities assumed generally at their acquisition-date fair values; (2) record those assets and liabilities at their full fair value amounts even if there is noncontrolling (minority) interest; (3) include noncontrolling interest earnings through net income; (4) expense acquisition-related transaction costs; and (5) disclose information needed to evaluate and understand the nature and financial effect of the business combination. SFAS No. 141(R) is effective for NYSE Euronext for any acquisitions occurring in 2009 and years thereafter.

SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS No. 160”), which is to be retrospectively applied, requires entities to include noncontrolling (minority) interests in partially owned consolidated subsidiaries within shareholders’ equity in the consolidated financial statements. SFAS No. 160 also requires the consolidating entity to include the earnings of the consolidated subsidiary attributable to the noncontrolling interest holder in its income statement with an offsetting charge (credit) to the non-controlling interest in shareholders’ equity. SFAS No. 160 is effective for NYSE Euronext beginning January 1, 2009.

SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133” (“SFAS No. 161”) is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS No. 161 applies to all derivative instruments within the scope of SFAS No. 133. It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS No. 133. SFAS No. 161 amends the current qualitative and quantitative disclosure requirements for derivative instruments and hedging activities set forth in SFAS No. 133 and generally increases the level of disaggregation that will be required in an entity’s financial statements. SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements. SFAS No. 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

76

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

General

As a result of its operating and financing activities, NYSE Euronext is exposed to market risks such as interest rate risk, currency risk, credit risk and equity risk. NYSE Euronext has implemented policies and procedures to measure, manage, monitor and report risk exposures, which are regularly reviewed by the appropriate management and supervisory bodies. NYSE Euronext’s central treasury is charged with identifying risk exposures and monitoring and managing such risks on a daily basis. To the extent allowed by local regulation and necessary, NYSE Euronext’s subsidiaries centralize their cash investments, report their risks and hedge their exposures with the central treasury. NYSE Euronext performs sensitivity analysis to determine the effects that market risk exposures may have.

NYSE Euronext uses derivative instruments solely to hedge financial risks related to its financial positions or risks that are otherwise incurred in the normal course of its commercial activities. It does not use derivative instruments for speculative purposes.

Interest Rate Risk

Most of NYSE Euronext’s financial assets and liabilities are based on floating rates, on fixed rates with an outstanding maturity or reset date falling in less than one year or on fixed rates that have been swapped to floating rates via fixed-to-floating rate swaps. The following table summarizes NYSE Euronext’s exposure to interest rate risk as of December 31, 2008 (in millions):

	Financial assets	Financial liabilities		Net Exposure		Impact(2) of a 100 bps adverse shift in interest rates(3)
Floating rate(1) positions in
Dollar	365	238		127		(1.3	)
Euro	304	745		(441	)	(4.4	)
Sterling	258	368	(4)	(110	)	(1.1	)
Fixed rate positions in
Dollar	1	748		(747	)	(28.9	)
Euro	—	1,039		(1,039	)	(51.7	)
Sterling	—	—		—		—

(1) Includes floating rate, fixed rate with an outstanding maturity or reset date falling in less than one year and fixed rate swapped to floating rate.

(2) Impact on profit and loss for floating rate positions (cash flow risk) and on equity until realization in profit and loss for fixed rate positions (price risk).

(3) 100 basis points parallel shift of yield curve.

(4) Includes the effect of the fixed-to-floating interest rate swap on the £250 million fixed rate bond issuance.

In order to hedge interest rate exposures, NYSE Euronext may enter into interest rate derivative instruments, such as swaps, with counterparties that meet high creditworthiness and rating standards. At December 31, 2008, the only significant outstanding interest rate hedge was a fixed-to-floating rate swap hedging the £250 million ($365 million) fixed rate bond issuance denominated in sterling.

NYSE Euronext is exposed to price risk on its outstanding fixed rate positions. At December 31, 2008, fixed rate positions in U.S. dollar and in euro with an outstanding maturity or reset date falling in more than one year amounted to $747 million and $1,039 million, respectively. A hypothetical shift of 1% in the U.S. dollar or in the euro interest rate curves would in the aggregate impact the fair value of these positions by $28.9 million and $51.7 million, respectively.

77

NYSE Euronext is exposed to cash flow risk on its floating rate positions. Because NYSE Euronext is a net lender in the U.S. dollar, when interest rates in the U.S. dollar decrease, NYSE Euronext’s net interest and investment income decreases. Based on December 31, 2008 positions, a hypothetical 1% decrease in U.S. dollar rates would negatively impact annual income by $1.3 million. Because NYSE Euronext is a net borrower in euro and sterling, when interest rates in euro or sterling increase, NYSE Euronext net interest and investment income decreases. Based on December 31, 2008 positions, a hypothetical 1% increase in euro and sterling rates would negatively impact annual income by $4.4 million and $1.1 million, respectively.

Currency Risk

As an international group, NYSE Euronext is subject to currency translation risk. A significant part of NYSE Euronext’s assets, liabilities, revenues and expenses is recorded in euro and sterling. Assets, liabilities, revenues and expenses of foreign subsidiaries are generally denominated in the local functional currency of such subsidiaries.

NYSE Euronext’s exposure to foreign denominated earnings for the year ended December 31, 2008 is presented by primary foreign currency in the following table (in millions):

	Year ended December 31, 2008
	Euro		Sterling
Average rate in the period	$	1.4708	$	1.8526
Average rate in the same period one year before	$	1.3710	$	2.0015
Foreign denominated percentage of
Revenues		23%		14%
Operating expenses (1)		15%		12%
Operating income (1)		52%		21%
Impact of the currency fluctuations (2) on
Revenues	$	30.8	$	(76.3	)
Operating expenses (1)		22.8		(58.3	)
Operating income (1)		8.0		(19.0	)

(1) Excluding $1,590 million impairment charges recorded in 2008.

(2) Represents the impact of currency fluctuation for the year ended December 31, 2008 compared to the same period in the prior year.

NYSE Euronext’s exposure to net investment in foreign currencies is presented by primary foreign currencies in the table below (in millions):

	December 31, 2008
	Position in euros			Position in sterling
Assets	€	4,399		£	2,730
of which goodwill		1,049			1,074
Liabilities		2,440			682
of which borrowings		1,279			252
Net currency position before hedging activities		1,959			2,048
Impact of hedging activities		—			40
Net currency position	€	1,959		£	2,088
Impact on consolidated equity of a 10% decrease in foreign currency exchange rates	$	(273	)	$	(305	)

78

At December 31, 2008, NYSE Euronext was exposed to net exposures in euro and sterling of €2.0 billion ($2.7 billion) and £2.1 billion ($3.1 billion), respectively. NYSE Euronext’s borrowings in euro and sterling of €1.3 billion ($1.8 billion) and £0.3 billion ($0.4 billion), respectively, constitute a partial hedge of NYSE Euronext’s net investments in foreign entities. As of December 31, 2008, NYSE Euronext also had a £40 million ($61 million) sterling/dollar foreign exchange swap outstanding. This swap matured in January 2009. As of December 31, 2008, the fair value of this swap was a $2.7 million liability.

Based on December 31, 2008 net currency positions, a hypothetical 10% decrease of the euro against the dollar would negatively impact NYSE Euronext’s equity by $273 million and a hypothetical 10% decrease of the sterling against the dollar would negatively impact NYSE Euronext’s equity by $305 million. For the year ended December 31, 2008, currency exchange rate differences had a negative impact of $1.4 billion on NYSE Euronext’s consolidated equity.

Credit Risk

NYSE Euronext is exposed to credit risk in the event of a counterparty default. NYSE Euronext limits its exposure to credit risk by rigorously selecting the counterparties with which it makes investments and executes agreements. Credit risk is monitored by using exposure limits depending on ratings assigned by rating agencies as well as the nature and maturity of transactions. NYSE Euronext’s investment objective is to invest in securities that preserve principal while maximizing yields, without significantly increasing risk. NYSE Euronext seeks to substantially mitigate credit risk associated with investments by ensuring that these financial assets are placed with governments, well-capitalized financial institutions and other creditworthy counterparties.

An ongoing review is performed to evaluate changes in the status of counterparties. In addition to the intrinsic creditworthiness of counterparties, NYSE Euronext’s policies require diversification of counterparties (banks, financial institutions, bond issuers and funds) so as to avoid a concentration of risk. Derivatives are negotiated with highly rated banks.

79

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF NYSE EURONEXT

	Page
Management’s Report on Internal Control over Financial Reporting	81
Report of Independent Registered Public Accounting Firm	82
Consolidated Statements of Financial Condition as of December 31, 2008 and 2007	83
Consolidated Statements of Operations for the Years Ended December 31, 2008, 2007 and 2006	84
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income for the Years Ended December 31, 2008, 2007 and 2006	85
Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006	87
Notes to the Consolidated Financial Statements	89

80

MANAGEMENT’S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Management of NYSE Euronext is responsible for establishing and maintaining adequate internal control over financial reporting. Our internal control over financial reporting is a process designed under the supervision of our Chief Executive Officer and Chief Financial Officer to provide reasonable assurance regarding the reliability of financial reporting and the preparation of our financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

As of December 31, 2008, management conducted an assessment of the effectiveness of NYSE Euronext’s internal control over financial reporting based on the framework established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has concluded that NYSE Euronext’s internal control over financial reporting as of December 31, 2008 was effective.

The effectiveness of NYSE Euronext’s internal control over financial reporting as of December 31, 2008 has been audited by PricewaterhouseCoopers LLP, an independent registered public accounting firm, as stated in their report which is included herein.

81

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of NYSE Euronext:

In our opinion, the consolidated financial statements listed in the accompanying index present fairly, in all material respects, the financial position of NYSE Euronext and its subsidiaries at December 31, 2008 and 2007, and the results of their operations and their cash flows for each of the three years in the period ended December 31, 2008 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2008, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). The Company’s management is responsible for these financial statements, for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express opinions on these financial statements and on the Company’s internal control over financial reporting based on our integrated audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement and whether effective internal control over financial reporting was maintained in all material respects. Our audits of the financial statements included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/     PricewaterhouseCoopers LLP

New York, New York

February 26, 2009

82

NYSE EURONEXT

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(in millions, except per share data)

	December 31,
	2008			2007
Assets
Current assets:
Cash and cash equivalents	$	777		$	934
Financial investments		236			557
Securities purchased under agreements to resell		—			9
Accounts receivable, net		744			489
Deferred income taxes		113			111
Other current assets		156			60
Current assets from discontinued operations (Note 5)		—			118
Total current assets		2,026			2,278
Property and equipment, net		695			519
Goodwill		3,985			4,687
Other intangible assets, net		5,866			7,180
Investment in associates		—			337
Deferred income taxes		671			384
Other assets		705			792
Non-current assets from discontinued operations (Note 5)		—			441
Total assets	$	13,948		$	16,618
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable and accrued expenses	$	997		$	761
Section 31 fees payable		84			169
Deferred revenue		113			124
Short term debt		1,350			2,164
Deferred income taxes		38			53
Current liabilities from discontinued operations (Note 5)		—			191
Total current liabilities		2,582			3,462
Accrued employee benefits		576			312
Deferred revenue		360			349
Long term debt		1,787			494
Deferred income taxes		2,002			2,295
Other liabilities		67			27
Non-current liabilities from discontinued operations (Note 5)		—			119
Total liabilities		7,374			7,058
Minority interest		18			176
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 400 shares authorized, none issued		—			—
Common stock, $0.01 par value, 800 shares authorized; 274 and 267 shares issued; 259 and 265 shares outstanding		3			3
Common stock held in treasury, at cost: 15 and 2 shares		(416	)		(67	)
Additional paid-in capital		8,522			8,319
Retained earnings (accumulated deficit)		(331	)		637
Accumulated other comprehensive income (loss)		(1,222	)		492
Total stockholders’ equity		6,556			9,384
Total liabilities and stockholders’ equity	$	13,948		$	16,618

The accompanying notes are an integral part of these consolidated financial statements.

83

NYSE EURONEXT

CONSOLIDATED STATEMENTS OF OPERATIONS

(in millions, except per share data)

	Year Ended December 31,
	2008			2007			2006
Revenues:
Activity assessment	$	229		$	556		$	673
Cash trading		2,387			1,575			645
Derivatives trading		919			661			31
Listing		395			385			356
Market data		429			371			223
Software and technology services		160			98			137
Regulatory		49			152			184
Other		135			140			127
Total revenues		4,703			3,938			2,376
Section 31 fees		(229	)		(556	)		(673	)
Liquidity payments		(1,292	)		(729	)		(265	)
Routing and clearing		(300	)		(222	)		(74	)
Merger expenses and exit costs		(177	)		(67	)		(54	)
Impairment charges		(1,590	)		—			—
Compensation		(664	)		(612	)		(558	)
Systems and communication		(317	)		(264	)		(120	)
Professional services		(163	)		(112	)		(110	)
Depreciation and amortization		(253	)		(240	)		(136	)
Occupancy		(125	)		(115	)		(85	)
Marketing and other		(184	)		(172	)		(103	)
Regulatory fine income		3			30			36
Operating (loss) income from continuing operations		(588	)		879			234
Interest expense		(150	)		(129	)		(3	)
Interest and investment income		51			69			44
Gain on sale of equity investment and businesses		4			33			21
Income from associates		1			10			—
Other income		37			30			33
(Loss) income from continuing operations before income tax provision and minority interest		(645	)		892			329
Income tax provision		(95	)		(243	)		(121	)
Minority interest		(5	)		(10	)		(3	)
(Loss) income from continuing operations		(745	)		639			205
Income from discontinued operations (Note 5)		7			4			—
Net (loss) income	$	(738	)	$	643		$	205
Basic (loss) earnings per share:
(Loss) earnings per share, continuing operations	$	(2.81	)	$	2.70		$	1.38
Earnings per share, discontinued operations		0.03			0.02			—
	$	(2.78	)	$	2.72		$	1.38
Diluted (loss) earnings per share:
(Loss) earnings per share, continuing operations	$	(2.81	)	$	2.68		$	1.36
Earnings per share, discontinued operations		0.03			0.02			—
	$	(2.78	)	$	2.70		$	1.36
Basic weighted average shares outstanding		265			237			149	(a)
Diluted weighted average shares outstanding		265			238			150	(a)

(a) Adjusted to reflect the March 7, 2006 merger between the NYSE and Archipelago, giving retroactive effect to the issuance of shares to former NYSE members.

The accompanying notes are an integral part of these consolidated financial statements.

84

NYSE EURONEXT

CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME

(in millions)

	Common Stock			Treasury Stock			Additional Paid-In Capital		Retained Earnings (Accumulated Deficit)		Accumulated Other Comprehensive Income (Loss)			Members’ Equity			Total
	Shares	Par Value
Balance as of December 31, 2005	—	$	—	$	—		$	—	$	—	$	(8	)	$	807		$	799
Comprehensive income:
Net income for the period from January 1 to March 7, 2006	—		—		—			—		—		—			29			29
Net income for the period from March 8 to December 31, 2006	—		—		—			—		176		—			—			176
Other comprehensive income, net of taxes of $1 for the period from January 1 to March 7, 2006	—		—		—			—		—		1			—			1
Change in market value adjustments, net of taxes of $2 from March 8 to December 31, 2006	—		—		—			—		—		3			—			3
Change in minimum pension liability, net of taxes of $3	—		—		—			—		—		4			—			4
Total comprehensive income																		213
SAB 108 adjustment	—		—		—			—		7		—			—			7
Members’ distribution	—		—		—			—		—		—			(410	)		(410	)
Members’ dividend	—		—		—			—		—		—			(96	)		(96	)
Exchange of NYSE membership interest	109		1		—			329		—		—			(330	)		—
Merger with Archipelago	48		1		(66	)		1,150		—		—			—			1,085
Employee stock transactions	1		—		—			76		—		—			—			76
Initial adoption of SFAS No. 158, net of taxes of ($4)	—		—		—			—		—		(5	)		—			(5	)
Balance as of December 31, 2006	158	$	2	$	(66	)	$	1,555	$	183	$	(5	)		—		$	1,669
Comprehensive income:
Net income	—		—		—			—		643		—			—			643
Foreign currency translation, after impact of net investment hedge of ($181) and related taxes of $67	—		—		—			—		—		434			—			434
Change in market value adjustments, net of taxes of ($10)	—		—		—			—		—		31			—			31
Employee benefit plan adjustments:
Net gains (losses), net of taxes of ($21)	—		—		—			—		—		32			—			32
Prior service cost, net of taxes of ($3)	—		—		—			—		—		4			—			4
Amortization of prior service costs/gains (losses), net of taxes of $3	—		—		—			—		—		(4	)		—			(4	)
Total comprehensive income																		1,140

85

NYSE EURONEXT

CONSOLIDATED STATEMENTS OF CHANGES IN

STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME—(Continued)

(in millions)

	Common Stock			Treasury Stock			Additional Paid-In Capital			Retained Earnings (Accumulated Deficit)			Accumulated Other Comprehensive Income (Loss)			Members’ Equity		Total
	Shares	Par Value
Merger with Euronext	107		1		—			6,644			—			—			—		6,645
Adoption of FIN 48	—		—		—			—			10			—			—		10
Employee stock transactions	2		—		—			120			—			—			—		120
Transactions in own shares	—		—		(1	)		—			—			—			—		(1	)
Dividends	—		—		—			—			(199	)		—			—		(199	)
Balance as of December 31, 2007	267	$	3	$	(67	)	$	8,319		$	637		$	492		$	—	$	9,384
Comprehensive loss:
Net loss	—		—		—			—			(738	)					—		(738	)
Foreign currency translation, after impact of net investment hedge of ($93) and related taxes of $38	—		—		—			—			—			(1,438	)		—		(1,438	)
Change in market value adjustments, net of taxes of $25	—		—		—			—			—			(46	)		—		(46	)
Employee benefit plan adjustments:
Net gains (losses), net of taxes of $178	—		—		—			—			—			(234	)		—		(234	)
Amortization of prior service costs/gains (losses), net of taxes of ($2)	—		—		—			—			—			4			—		4
Total comprehensive loss																			(2,452	)
Merger with NYSE Amex	7		—		—			260			—			—			—		260
Employee stock transactions	—		—		—			18			—			—			—		18
Transactions in own shares	—		—		(349	)		—			—			—			—		(349	)
Dividends	—		—		—			(75	)		(230	)		—			—		(305	)
Balance as of December 31, 2008	274	$	3	$	(416	)	$	8,522		$	(331	)	$	(1,222	)	$	—	$	6,556

Accumulated other comprehensive income/(loss) was as follows (in millions):

	December 31,
	2008			2007
Market value adjustments of available-for-sale securities	$	(8	)	$	38
Foreign currency translation		(1,004	)		434
Employee benefit plan adjustments		(210	)		20
	$	(1,222	)	$	492

The accompanying notes are an integral part of these consolidated financial statements.

86

NYSE EURONEXT

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in millions)

	Year Ended December 31,
	2008			2007			2006
Cash flows from operating activities:
Net (loss) income	$	(738	)	$	643		$	205
Income from discontinued operations		(7	)		(4	)		—
Income (loss) from continuing operations		(745	)		639			205
Adjustments to reconcile income (loss) from continuing operations to net cash provided by operating activities:
Impairment charges		1,590			—			—
Depreciation and amortization		276			273			136
Deferred income taxes		(184	)		(75	)		(17	)
Deferred revenue amortization		(79	)		(87	)		(80	)
Stock based compensation		48			29			53
Gain on sale of equity investment and businesses		(4	)		(32	)		(21	)
Other non-cash items		(19	)		51			17
Change in operating assets and liabilities:
Accounts receivable, net		(272	)		34			(71	)
Other assets		(210	)		27			(54	)
Accounts payable, accrued expenses and Section 31 fees payable		238			(184	)		(53	)
Deferred revenue		4			71			72
Accrued employee benefits		78			(34	)		31
Net cash provided by operating activities		721			712			218
Cash flows from investing activities:
Euronext merger, net of cash acquired		(395	)		(2,879	)		—
Cash acquired in other business combinations		49			—			218
Sales of investments		2,389			8,100			10,851
Purchases of investments		(2,203	)		(7,264	)		(10,548	)
Net sales of securities purchased under agreements to resell		9			11			108
Purchases of property and equipment		(376	)		(182	)		(98	)
Purchases of equity investments and businesses		(539	)		(243	)		(51	)
Sales of equity investments and businesses		360			727			26
Other investing activities		5			(18	)		—
Net cash (used in) provided by investing activities		(701	)		(1,748	)		506
Cash flows from financing activities:
Proceeds from issuance of debt		1,929			11			—
Commercial paper (repayments) borrowings, net		(1,627	)		1,966			—
Bank overdraft borrowings, net		249			—			—
Repayment of other debt		—			(146	)		—
Dividends to shareholders		(305	)		(194	)		—
Purchase of treasury stock		(349	)		(1	)		—
Distribution to former NYSE Members		—			—			(410	)
Dividend to former NYSE Members		—			—			(96	)
Employee stock transactions		10			57			25
Principal payment of capital lease obligations		(4	)		(7	)		(8	)
Net cash (used in) provided by financing activities		(97	)		1,686			(489	)

87

NYSE EURONEXT

CONSOLIDATED STATEMENTS OF CASH FLOWS—(Continued)

(in millions)

	Year Ended December 31,
	2008			2007			2006
Cash flows from discontinued operations:
Net cash provided by operating activities of discontinued operations		32			(8	)		—
Net cash used in investing activities of discontinued operations		(28	)		(50	)		—
Net cash used in financing activities of discontinued operations		(13	)		14			—
Effects of exchange rate changes on cash and cash equivalents		(71	)		50			—
Net (decrease) increase in cash and cash equivalents for the year		(157	)		656			235
Cash and cash equivalents at beginning of year		934			278			43
Cash and cash equivalents at end of year	$	777		$	934		$	278
Supplemental disclosures:
Cash paid for income taxes	$	250		$	250		$	126
Cash paid for interest		260			122			3
Non-cash investing and financing activities:
Merger with Euronext	$	—		$	6,600		$	—
Debt assumed as part of Euronext merger		—			494			—
Merger with NYSE Amex		260			—			—
Exchange of NYSE membership interest		—			—			330
Merger with Archipelago		—			—			1,085
Capital lease obligations		—			—			5

The accompanying notes are an integral part of these consolidated financial statements.

88

NYSE EURONEXT

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Note 1—Description of Business

NYSE Euronext is a holding company that, through its subsidiaries, operates the following securities exchanges: the New York Stock Exchange (“NYSE”), NYSE Arca, Inc. (“NYSE Arca”) and NYSE Alternext US LLC (“NYSE Amex”) in the United States and the five European-based exchanges that comprise Euronext N.V. (“Euronext”)—the Paris, Amsterdam, Brussels and Lisbon stock exchanges, as well as the Liffe derivatives markets in London, Paris, Amsterdam, Brussels and Lisbon. NYSE Euronext is a global provider of securities listing, trading, market data products, and software and technology services. NYSE Euronext was formed in connection with the April 4, 2007 combination of NYSE Group (which was formed in connection with the March 7, 2006 merger of the NYSE and Archipelago) and Euronext. NYSE Euronext common stock is dually listed on the NYSE and Euronext Paris under the symbol “NYX.” Until April 4, 2007, NYSE Euronext had no significant assets and had not conducted any material activities other than those incidental to its formation. However, on April 4, 2007, upon the consummation of the combination of NYSE Group and Euronext, NYSE Euronext became the parent company of NYSE Group and Euronext and each of their respective subsidiaries.

Note 2—Significant Accounting Policies

Basis of Presentation

The accompanying consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America and include the accounts of NYSE Euronext and all other entities in which NYSE Euronext has a controlling financial interest. When NYSE Euronext does not have a controlling financial interest in an entity but exercises significant influence over the entity’s operating and financial policies, such investment is accounted for using the equity method.

The business combination transaction between NYSE Group and Euronext has been treated as a purchase business combination for accounting purposes, with NYSE Group as the business and accounting acquiror. As a result, the results of NYSE Group are the historical results of NYSE Euronext, prior to the business combination.

We made certain reclassifications to our prior year consolidated financial statements to conform to our 2008 presentation. The operations of GL Trade are reflected as discontinued operations. See Note 5—“Discontinued Operations.”

Use of Estimates

The preparation of the consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of these consolidated financial statements and the reported amounts of revenues and expenses during the reported period. Actual results could be materially different from these estimates.

Cash and Cash Equivalents

Cash and cash equivalents are composed of cash and highly liquid investments with an original maturity of three months or less.

Revenue Recognition

Cash trading fees are paid by organizations based on their trading activity. Fees are assessed on a per share basis for trading in equity securities. The fees are applicable to all transactions that take place on any of the NYSE Euronext trading venues, and the fees vary, based on the size, type of trade that is consummated and

89

trading venue. NYSE, NYSE Amex and NYSE Arca earn transaction fees for customer orders of equity securities matched internally, as well as for customer orders routed to other exchanges. Euronext earns transaction fees for customer orders of equity, debt securities and other cash instruments on Euronext’s cash markets. Cash trading fees are recognized as earned.

Derivative trading fees are paid by organizations based on their trading activity. Fees are assessed on a fixed per-contract basis for the (i) execution of trades of derivative contracts on Euronext’s derivatives markets in London, Paris, Amsterdam, Brussels and Lisbon, and (ii) execution of options contracts traded on NYSE Arca and LIFFE Administration and Management (“NYSE Liffe”). In some cases, these fees are subjected to caps. Derivative trading fees are recognized as earned.

Listing fees consist of original listing fees paid by issuers to list securities on the various cash markets, annual fees paid by companies whose financial instruments are listed on the cash markets, and fees related to other corporate actions (including stock splits, sales of additional securities and merger and acquisitions). Original listing fees are assessed primarily based on the number of shares that the issuer initially lists. Original listing fees are recognized on a straight-line basis over estimated service periods ranging from 5 to 10 years. Annual listing fees are recognized on a pro rata basis over the calendar year. Unamortized balances are recorded as deferred revenue on the consolidated statements of financial condition.

In the U.S., NYSE Euronext collects market data revenues principally for consortium-based data products and, to a lesser extent, for NYSE proprietary data products. Consortium-based data fees are determined by securities industry plans. Consortium-based data revenues that coordinated market data distribution generates (net of administration costs) are distributed to participating markets on the basis of the Regulation NMS formula. In Europe, Euronext charges a variety of users, primarily end-users, for the use of Euronext’s real-time and proprietary market services. Euronext also collects annual license fees from vendors for the right to distribute Euronext data to third parties and a service fee from vendors for direct connection to market data. These fees are recognized as services are rendered.

Software and technology services revenues are generated primarily from connectivity services related to the Secure Financial Transaction Infrastructure network, software licenses and maintenance fees, and strategic consulting services. Co-location revenue is recognized monthly over the life of the contract. Software license revenue other than customer-specific is recorded at the time of sale, and maintenance contracts are recognized monthly over the life of the maintenance term. Expert consulting services are offered for customization or installation of the software and for general advisory services. Consulting revenue is generally billed in arrears on a time and materials basis, although customers sometimes prepay for blocks of consulting services in bulk. Customer specific software license revenue is recognized at the time of client acceptance. NYSE Euronext records revenues from subscription agreements on a pro rata basis over the life of the subscription agreements. The unrealized portions of invoiced subscription fees, maintenance fees and prepaid consulting fees are recorded as deferred revenue on the consolidated statements of financial condition.

The principal regulatory fees charged to member organizations of our U.S. markets include (i) a regulatory fee based on Gross Focus revenues charged to member organizations (in 2008, $0.105 per $1,000 of Gross Focus—Financial and Operational Combined Uniform Single Report—revenues generated by member broker-dealers, which are reported on a six-month lag basis), (ii) a fee based on the number of registered representatives charged to NYSE Arca and NYSE Amex member organizations and (iii) various regulatory fees charged to specialists, through June 30, 2008, on the NYSE and NYSE Amex, and to market makers, order routing firms and other broker-dealers on NYSE Arca and NYSE Amex.

Other revenues consist of trading license fees, facility and other fees provided to specialists, brokers and clerks physically located on the U.S. markets that enable them to engage in the purchase and sale of securities on the trading floor, and clearance and settlement activities derived from Euronext businesses. License fees are recognized on a pro-rata basis over the calendar year. All other fees are recognized when services are rendered.

90

Currency Translation

NYSE Euronext’s functional currency is the U.S. dollar. Assets and liabilities denominated in non-U.S. currencies are translated at rates of exchange prevailing on the date of the consolidated statement of financial condition, and revenues and expenses are translated at average rates of exchange throughout the year. NYSE Euronext seeks to reduce its net investment exposure to fluctuations in foreign exchange rates through the use of foreign currency-denominated debt.

Hedging Activity

NYSE Euronext uses derivative instruments to limit exposure to changes in foreign currency exchange rates and interest rates. NYSE Euronext accounts for derivatives pursuant to Statement of Financial Accounting Standards (“SFAS”) No. 133, “Accounting for Derivatives Instruments and Hedging Activities” (“SFAS No. 133”). SFAS No. 133 establishes accounting and reporting standards for derivative instruments and requires that all derivatives be recorded at fair value on the consolidated statement of financial condition. Changes in the fair value of derivative financial instruments are either recognized in other comprehensive income or net income depending on whether the derivative is being used to hedge changes in cash flows or changes in fair value. Cash flows from hedging activities are included in the same category as the items being hedged. Cash flows from instruments designated as net investment hedges are classified as financing activities.

Financial Investments

NYSE Euronext’s financial investments generally are classified as available-for-sale securities and are carried at fair value as of trade date with the unrealized gains and losses, net of tax, reported as a component of other comprehensive income. Interest income on debt securities, bank deposits and other interest rate investments, including amortization of premiums and accretion of discounts, is accrued and recognized over the life of the investment. The specific identification method is used to determine realized gains and losses on sales of investments, which are reported in interest and investment income in the consolidated statements of operations.

NYSE Euronext regularly reviews its investments to determine whether a decline in fair value below the cost basis is other-than-temporary. If events and circumstances indicate that a decline in the value of the assets has occurred and is deemed to be other-than-temporary, the carrying value of the security is reduced to its fair value and a corresponding impairment is charged to earnings.

Fair Value Measurements

NYSE Euronext accounts for certain financial instruments at fair value, including available-for-sale instruments, derivatives instruments and certain debt instruments. NYSE Euronext adopted the provisions of SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”), in the first quarter of 2008. SFAS No. 157 defines fair value, establishes a fair value hierarchy on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of financial instruments is determined using various techniques that involve some level of estimation and judgment, the degree of which is dependent on the price transparency and the complexity of the instruments.

Allowance for Doubtful Accounts

The allowance for doubtful accounts is maintained at a level that management believes to be sufficient to absorb probable losses in NYSE Euronext’s accounts receivable portfolio. The allowance is based on several factors, including a continuous assessment of the collectability of each account. In circumstances where a specific customer’s inability to meet its financial obligations is known, NYSE Euronext records a specific provision for bad debts against amounts due to reduce the receivable to the amount it reasonably believes will be collected.

91

The concentration of risk on accounts receivable is mitigated by the large number of entities comprising NYSE Euronext’s customer base. The following is a summary of the allowance for doubtful accounts, utilization and additional provisions (in millions):

	Year Ended December 31,
	2008			2007
Beginning balance	$	15		$	13
Additions
Charges to income		8			5
Business combinations		12			1
Write-offs		(7	)		(4	)
Currency translation and other		(2	)		—
Ending balance	$	26		$	15

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Depreciation of assets is provided using the straight-line method of depreciation over the estimated useful lives of the assets, which generally range from 2 to 15 years. Leasehold improvements are amortized using the straight-line method over the term of the lease or the estimated useful lives of the assets, whichever is shorter. Gains or losses related to retirements or disposition of fixed assets are recognized in the period incurred.

NYSE Euronext accounts for software development costs under AICPA Statement of Position 98-1, “Accounting for the Costs of Computer Software Developed or Obtained for Internal Use” (“SOP 98-1”), and other related guidance. NYSE Euronext expenses software development costs incurred during the preliminary project stage, while it capitalizes costs incurred during the application development stage, which includes design, coding, installation and testing activities. Amortization of capitalized software development costs is computed on a straight-line basis over the software’s estimated useful life, generally three years.

Expenditures for repairs and maintenance are charged to operations in the period incurred. The cost and accumulated depreciation of property and equipment retired or otherwise disposed of are removed from the accounts upon disposal and any gain or loss is reflected in operations.

Goodwill and Other Intangible Assets

Goodwill represents the excess of purchase price and related costs over the value assigned to the net tangible and identifiable assets of a business acquired. NYSE Euronext reviews the carrying value of goodwill for impairment at least annually based upon estimated fair value of NYSE Euronext’s reporting units. An impairment loss is triggered if the estimated fair value of a reporting unit, which is a component one level below NYSE Euronext’s two reportable segments, is less than its estimated net book value. Such loss is calculated as the difference between the estimated fair value of goodwill and its carrying value. Should the review indicate that goodwill is impaired, NYSE Euronext’s goodwill would be reduced by the impairment loss.

Intangible assets are amortized on a straight-line basis over their estimated useful lives. When certain events or changes in operating conditions occur, an impairment assessment would be performed and lives of intangible assets with determinable lives would be adjusted. Intangible assets deemed to have indefinite lives are not amortized but are subject to annual impairment tests. An impairment loss, calculated as the difference between the estimated fair value and the carrying value of an asset or asset group, is recognized if the sum of the estimated undiscounted cash flows relating to the asset or asset group is less than the corresponding carrying value.

92

For purposes of performing the impairment test, fair values are determined using discounted cash flow methodology. This requires significant judgments including estimation of future cash flows, which, among other factors, is dependent on internal forecasts, estimation of the long-term rate of growth for businesses, and determination of weighted average cost of capital. Changes in these estimates and assumptions could materially affect the determination of fair value and/or goodwill and other intangible impairment for each reporting unit.

Activity Assessment Fees and Section 31 Fees

NYSE Euronext pays SEC fees pursuant to Section 31 of the Exchange Act for transactions executed on the U.S. exchanges. These Section 31 fees are designed to recover the costs to the government of supervision and regulation of securities markets and securities professionals. NYSE Euronext, in turn, collects activity assessment fees from member organizations clearing or settling trades on the NYSE, NYSE Amex and NYSE Arca and recognizes these amounts when invoiced. Fees received are included in cash at the time of receipt and, as required by law, the amount due to the SEC is remitted semiannually and recorded as an accrued liability until paid. The activity assessment fees are designed so that they are equal to the Section 31 fees. As a result, neither the size of Section 31 fees nor the size of activity assessment fees has an impact on NYSE Euronext’s net income.

Accrued Employee Benefits

NYSE Euronext accounts for defined benefit pension and other postretirement benefit plans (collectively “benefit plans”) under SFAS No. 158, “Employer’s Accounting for Defined Benefit Pension and Other Postretirement Plans, an amendment of FASB Statement No. 87, 88, 106 and 132R” (“SFAS No. 158”). SFAS No. 158 requires plan sponsors of benefit plans to recognize the funded status of their benefit plans in the consolidated statement of financial condition, measure the fair value of plan assets and benefit obligations as of the date of the fiscal year-end consolidated statement of financial position, and provide additional disclosures.

Pension and Other Post-Employment Benefits (OPEB) costs and liabilities are dependent on assumptions used in calculating such amounts. These assumptions include discount rates, health care cost trend rates, benefits earned, interest cost, expected return on assets, mortality rates, and other factors. Actual results that differ from the assumptions are accumulated and amortized over the future periods and, therefore, generally affect recognized expense and the recorded obligation in future periods. While management believes that the assumptions used are appropriate, differences in actual experience or changes in assumptions may affect NYSE Euronext’s pension and other postretirement obligations and future expense.

Stock Based Compensation

NYSE Euronext accounts for stock based compensation in accordance with SFAS No. 123R, “Share-Based Payment,” which requires that the cost of employee services received in exchange for a share-based award be generally measured based on the grant-date fair value of the award and amortized over the relevant service period on a graded basis. NYSE Euronext estimates an expected forfeiture rate while recognizing the expense associated with these awards.

Comprehensive Income

Other comprehensive income includes changes in unrealized gains and losses on financial instruments classified as available-for-sale, foreign currency translation adjustments and amortization of the difference in the projected benefit obligation and the accumulated benefit obligation associated with benefit plan liabilities, net of tax.

Income Taxes

NYSE Euronext records income taxes using the asset and liability method, under which current and deferred tax liabilities and assets are recorded in accordance with enacted tax laws and rates. Under this method, the

93

amounts of deferred tax liabilities and assets at the end of each period are determined using the tax rate expected to be in effect when the taxes are actually paid or recovered. Future tax benefits are recognized to the extent that realization of such benefits is more likely than not.

Deferred income taxes are provided for the estimated income tax effect of temporary differences between financial and tax bases in assets and liabilities. Deferred tax assets are also provided for certain tax carryforwards. A valuation allowance to reduce deferred tax assets is established when it is more likely than not that some portion or all of the deferred tax assets will not be realized.

NYSE Euronext is subject to numerous domestic and foreign jurisdictions primarily based on its operations in these jurisdictions. Significant judgment is required in assessing the future tax consequences of events that have been recognized in NYSE Euronext’s financial statements or tax returns. Fluctuations in the actual outcome of these future tax consequences could have material impact on NYSE Euronext’s financial position or results of operations.

On January 1, 2007, NYSE Euronext adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of SFAS No. 109, Accounting for Income Taxes” (“FIN 48”). FIN 48 requires that NYSE Euronext determine whether a tax position is more likely than not to be sustained upon examination, including resolution of any related appeals or litigation processes, based on the technical merits of the position. Once it is determined that a position meets this recognition criteria, the position is measured to determine the amount of benefit to be recognized in the financial statements.

New Accounting Pronouncements

SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS No. 141(R)”), requires the acquiring entity in a business combination to (1) recognize all assets acquired and liabilities assumed generally at their acquisition-date fair values; (2) record those assets and liabilities at their full fair value amounts even if there is noncontrolling (minority) interest; (3) include noncontrolling interest earnings through net income; (4) expense acquisition-related transaction costs; and (5) disclose information needed to evaluate and understand the nature and financial effect of the business combination. SFAS No. 141(R) is effective for NYSE Euronext for any acquisitions occurring in 2009 and years thereafter.

SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements” (“SFAS No. 160”), which is to be retrospectively applied, requires entities to include noncontrolling (minority) interests in partially owned consolidated subsidiaries within shareholders’ equity in the consolidated financial statements. SFAS No. 160 also requires the consolidating entity to include the earnings of the consolidated subsidiary attributable to the noncontrolling interest holder in its income statement with an offsetting charge (credit) to the non-controlling interest in shareholders’ equity. SFAS No. 160 is effective for NYSE Euronext beginning January 1, 2009.

SFAS No. 161, “Disclosure about Derivative Instruments and Hedging Activities, an Amendment of FASB Statement No. 133” (“SFAS No. 161”) is intended to improve transparency in financial reporting by requiring enhanced disclosures of an entity’s derivative instruments and hedging activities and their effects on the entity’s financial position, financial performance, and cash flows. SFAS No. 161 applies to all derivative instruments within the scope of SFAS No. 133. It also applies to non-derivative hedging instruments and all hedged items designated and qualifying as hedges under SFAS No. 133. SFAS No. 161 amends the current qualitative and quantitative disclosure requirements for derivative instruments and hedging activities set forth in SFAS No. 133 and generally increases the level of disaggregation that will be required in an entity’s financial statements. SFAS No. 161 requires qualitative disclosures about objectives and strategies for using derivatives, quantitative disclosures about fair value amounts of gains and losses on derivative instruments, and disclosures about credit-risk related contingent features in derivative agreements. SFAS No. 161 is effective prospectively for financial statements issued for fiscal years and interim periods beginning after November 15, 2008.

94

Note 3—Acquisitions and Divestitures

Euronext

On April 4, 2007, NYSE Group and Euronext combined their businesses under NYSE Euronext, a holding company formed for that purpose. On that date, NYSE Group became a wholly owned subsidiary of NYSE Euronext. After the two exchange offers concluded in April 2007, NYSE Euronext owned approximately 97.7% of the voting rights of Euronext N.V.

In May 2008, NYSE Euronext completed the statutory buy-out of the remaining Euronext shareholders who held approximately 2.3% of the shares of Euronext N.V. As a result of this buy-out, Euronext N.V. and its subsidiaries are now wholly-owned by NYSE Euronext.

Under the purchase method of accounting, total merger consideration paid to Euronext shareholders in the exchange offer for outstanding shares of Euronext was approximately $10.2 billion. The results of Euronext have been included in the consolidated results of operations since April 4, 2007.

The following is a full summary of the purchase price in the Euronext combination (in millions, except per share data):

Euronext shares tendered		109
Times		0.98	(a)
Times	$	61.70	(b)
Equity component	$	6,600
plus:
Euronext shares tendered		109
Times	$	28.54	(a)
Cash component for shares tendered	$	3,115
Cash component for 2.3% Euronext N.V. shares		395
Acquisition costs		74
Fair value of stock, equity awards and other instruments		58
Total purchase price	$	10,242

(a) Each tendered Euronext share was exchanged into 0.98 of a share of NYSE Euronext common stock and €21.32 ($28.54) in cash.

(b) Corresponding to the average closing stock price of NYSE Group common stock for the five-day period beginning two days before and ending after June 1, 2006 (the date the combination was agreed to and announced).

95

The purchase price was allocated to the assets acquired and liabilities assumed based on the estimated fair value of Euronext net assets as of the combination date as follows (in millions):

Historical equity of Euronext	$	2,263
Elimination of Euronext’s historical goodwill and intangibles		(1,066	)
Fair value of identifiable intangible assets:
National securities exchange registrations		5,377
Customer relationships		805
Trade names and other intangibles		185
Fair value adjustment of property and equipment (including internally developed software)		108
Fair value adjustment of equity method investments and investment in affiliates		136
Deferred tax impact of purchase accounting adjustments		(1,983	)
Minority interest		37
Goodwill		4,380
Total purchase price	$	10,242

NYSE Euronext entered into a €2.5 billion bridge facility to fund the cash portion of the consideration paid to Euronext shareholders in April 2007 in connection with the exchange offer. The bridge facility was subsequently redeemed using proceeds from the $3.0 billion global commercial paper program launched by NYSE Euronext in April 2007. NYSE Euronext also entered into a $3.0 billion syndicated revolving facility primarily used as a backstop for the global commercial paper program. This facility is also available for general corporate purposes and included a $1.0 billion 364-day tranche that matured on April 2, 2008 and a $2.0 billion 5-year tranche maturing on April 4, 2012. On April 2, 2008, the $1.0 billion tranche was refinanced by a $1.0 billion 364-day facility maturing on April 1, 2009. On September 15, 2008, the amount of commitments readily available to NYSE Euronext under the $2.0 billion April 2012 facility decreased from $2.0 billion to $1,833 million as a result of the bankruptcy filing of Lehman Brothers Holdings Inc., which had provided a $167 million commitment under this facility. The commercial paper program and the credit facilities include terms and conditions customary for agreements of this type, which may restrict NYSE Euronext’s ability to engage in additional transactions or incur additional indebtedness.

In the second quarter of 2008, NYSE Euronext issued $750 million of fixed rate bonds due in June 2013 and €750 million ($1,181 million) of fixed rate bonds due in June 2015 in order to, among other things, refinance outstanding commercial paper and lengthen the maturity profile of its debt. These bonds bear interest at a rate per annum of 4.8% and 5.375%, respectively. The terms of the bonds do not contain any financial covenants. The bonds may be redeemed by NYSE Euronext or the bond holders under certain customary circumstances, including change of control. The terms of the bonds also provide for customary events of default and a negative pledge covenant.

Pro Forma Results. The following table provides unaudited pro forma results of operations as if the business combination transaction between NYSE Group and Euronext had been completed on January 1, 2007 (in millions, except per share data):

	Year Ended December 31, 2007
Total revenues	$	4,306
Net income	$	700
Basic earnings per share	$	2.64
Diluted earnings per share	$	2.63

96

NYSE Amex

On October 1, 2008, NYSE Euronext completed its acquisition of The Amex Membership Corporation. NYSE Euronext acquired the business of The Amex Membership Corporation, including its subsidiary the American Stock Exchange (now known as NYSE Amex) and as a result of the completion of the transaction, (1) each holder of a regular membership of The Amex Membership Corporation became entitled to receive approximately 8,100 shares of NYSE Euronext common stock and (2) each holder of an options principal membership of The Amex Membership Corporation became entitled to receive approximately 7,200 shares of NYSE Euronext common stock, in each case, with any fractional shares to be paid in cash. A total of approximately 6.8 million shares of NYSE Euronext common stock were issued with a value of approximately $260 million. In addition, each former holder of a regular or options principal membership will be entitled to receive additional consideration calculated by reference to the net proceeds, if any, from the sale of the NYSE Amex headquarters in lower Manhattan, if such sale occurs within a specified period of time and certain conditions are satisfied. We have accounted for the NYSE Amex headquarters as an asset-held-for-sale within other assets (non-current), on our consolidated statements of financial condition.

The transaction enhances NYSE Euronext’s scale in U.S. options, exchange traded funds, closed-end funds, structured products and cash equities.

The results of NYSE Amex have been included in the consolidated results of operations of NYSE Euronext since October 1, 2008. Such results are not significant to the consolidated financial statements of NYSE Euronext and therefore no pro forma financial statements reflecting the NYSE Amex acquisition are provided.

AEMS

On August 5, 2008, NYSE Euronext completed the acquisition of the 50% stake in Atos Euronext Market Solutions (“AEMS”) previously owned by Atos Origin. Through the transaction, NYSE Euronext acquired (i) the NSC cash trading and LIFFE CONNECT^® derivatives trading platform technology, and all of the management and development services surrounding these platforms, (ii) AEMS’s third-party exchange technology business, and (iii) TRS/CPS, clearing software. The purchase price in the transaction was approximately €162 million ($255 million), net of approximately €120 million ($189 million) of cash acquired, and is subject to certain post-closing adjustments. The results of operations and financial condition of AEMS have been consolidated within our consolidated statement of operations and statement of financial results subsequent to the August 5, 2008 acquisition.

Wombat

On March 7, 2008, NYSE Euronext completed the acquisition of Wombat Financial Software, Inc. (“Wombat”), a privately held global leader in high-performance financial market data management solutions. This strategic acquisition broadened NYSE Euronext’s offering of comprehensive market-agnostic connectivity, transaction and data management solutions to customers globally by integrating Wombat’s industry leading and rapidly growing market data enterprise software and services with the NYSE TransactTools connectivity and messaging business. NYSE Euronext acquired Wombat for $200 million in cash consideration, and created a retention pool for Wombat employees consisting of restricted stock unit grants in an amount equal to $25 million.

NYSE Liffe US

On March 14, 2008, NYSE Euronext entered into an agreement with CME Group to acquire the CBOT Metals Complex, including its volume and open interest. The precious metals contracts provide a point of entry for us into the U.S. futures market and complement NYSE Euronext’s existing commodities franchise at NYSE Liffe. The business, operated through NYSE Liffe US, LLC, acquired Designated Contract Market status on August 21, 2008 and began operations on September 9, 2008.

97

Other transactions

Financial Industry Regulatory Authority

On July 30, 2007, NYSE Group and NYSE Regulation, Inc. (“NYSE Regulation”), each wholly owned subsidiaries of NYSE Euronext, entered into and completed an asset purchase agreement with National Association of Securities Dealers, Inc. (“NASD”) pursuant to which the member firm regulatory functions of NYSE Regulation, including related enforcement activities, risk assessment and the arbitration service (collectively, the “Transferred Operations”), were consolidated with those of the NASD. The consolidated organization is known as Financial Industry Regulatory Authority (“FINRA”).

NYSE Regulation continues to perform market surveillance and related enforcement activities and listed company compliance for New York Stock Exchange LLC and NYSE Arca, Inc.

The transaction involved the transfer to FINRA of the assets and liabilities associated with the Transferred Operations (including related expenses and revenues and approximately 427 employees), the sublease to FINRA of office space at 20 Broad Street and 14 Wall Street in New York City, and the provision by NYSE Group of certain security and facilities services to the FINRA locations at 20 Broad Street and 14 Wall Street for a five-year period. In connection with this transaction, NYSE Euronext realized a $32 million gain classified as gain on sale of equity investment and businesses in the consolidated statements of operations for the year ended December 31, 2007.

In addition, FINRA and NYSE Group also entered into agreements under which NYSE Group provides certain transition services to FINRA and its affiliates and FINRA provides certain regulatory services to NYSE Group and its affiliates.

LCH.Clearnet

For the year ended December 31, 2008, NYSE Euronext used the services of LCH.Clearnet Ltd. (“LCH.Clearnet”) for clearing transactions executed on its European cash markets and NYSE Liffe, and the services of Euroclear for settling transactions on its cash markets (except in Portugal).

On July 27, 2007, LCH.Clearnet redeemed all of the outstanding LCH.Clearnet redeemable convertible preference shares held by NYSE Euronext, and repurchased a portion of LCH.Clearnet ordinary shares held by NYSE Euronext for €399 million ($548 million). On June 11, 2008, LCH.Clearnet purchased an additional 6 million ordinary shares from NYSE Euronext for €62 million ($97 million). As of December 31, 2008, NYSE Euronext retained a 5% stake in LCH.Clearnet’s outstanding share capital and the right to appoint one director to LCH.Clearnet’s board of directors.

On October 31, 2008, NYSE Euronext announced that its London derivatives subsidiary, the London Market of NYSE Liffe, would take full responsibility for clearing activities in its London market, subject to regulatory approval, with the target of beginning operations in the first half of 2009. To achieve this, the London Market of NYSE Liffe will become a self-clearing Recognised Investment Exchange and will outsource certain clearing functions to LCH.Clearnet. NYSE Liffe has entered into binding agreements with LCH.Clearnet to terminate its current clearing arrangements and to establish new arrangements known as “NYSE Liffe Clearing.” As part of the termination of its current clearing arrangements with LCH.Clearnet, NYSE Euronext will make a one-time €260 million ($362 million) payment to LCH.Clearnet.

Note 4—Restructuring

During 2005, NYSE Group adopted a plan to eliminate employee positions. The elimination of positions continued through 2006 and 2007. In 2008, NYSE Group initiated a voluntary resignation incentive plan (“VRIP”) and voluntary retirement plan which 235 employees accepted during the twelve months ended December 31, 2008. As part of the business combination between NYSE Group and Euronext, NYSE Euronext

98

entered into a plan to eliminate employee positions. In addition, in 2008, NYSE Euronext initiated a new plan in Europe, which includes an estimated net reduction of 200 employees. The following is a summary of the severance charges recognized in connection with these plans, utilization of the accrual through December 31, 2008 and the remaining accrual as of December 31, 2008 (in millions):

	U.S. Operations			European Operations			Total
Balance as of January 1, 2007	$	17		$	—		$	17
Employee severance and related benefits		5			23			28
Severance and benefit payments		(19	)		(14	)		(33	)
Currency translation and other		—			2			2
Balance as of December 31, 2007		3			11			14
Employee severance and related benefits		71			113			184
Severance and benefit payments		(22	)		(33	)		(55	)
Currency translation and other		—			(2	)		(2	)
Balance as of December 31, 2008	$	52		$	89		$	141

The severance charges are either included in merger expenses and exit costs in the consolidated statements of operations or represent the fair value assigned to this assumed liability as part of the fair value adjustment following business combinations. Based on current severance dates and the accrued severance at December 31, 2008, NYSE Euronext expects to pay these amounts through December 31, 2009. Based on the scheduled departure dates of employees in the VRIP, NYSE Euronext anticipates incurring additional severance charges of approximately $9 million in fiscal 2009.

Note 5—Discontinued Operations

On August 1, 2008, SunGard and GL Trade announced SunGard’s intention to acquire a majority stake in GL Trade. Under the terms of the offer, SunGard acquired approximately 64.5% of GL Trade from Euronext Paris S.A., a wholly owned subsidiary of NYSE Euronext, and other significant shareholders at a price of €41.70 per share. As a result, the operations of GL Trade are reflected as discontinued.

In October 2008, NYSE Euronext received €161.6 million ($227.5 million) from the sale of its 40% ownership stake in GL Trade to SunGard.

GL Trade earned revenue mainly from annual subscriptions to its software and technology offerings. Operating results of GL Trade, which were formerly included in European Operations, are summarized as follows (in millions):

	Twelve months ended December 31,
	2008			2007
Revenues	$	248		$	220
Income before income tax provision and minority interest		31			29
Income tax provision		(10	)		(10	)
Minority interests		(16	)		(15	)
Income from discontinued operations		5			4
Gain on sale of discontinued operations, net of tax		2			—
Discontinued operations, net of tax	$	7		$	4

99

The following table summarizes the assets and liabilities of GL Trade (in millions):

	December 31, 2007
Cash and cash equivalents	$	30
Accounts receivable, net		77
Goodwill		365
Other intangible assets, net		46
Other assets		41
Total assets	$	559
Accounts payable and accrued expenses	$	82
Deferred revenue		81
Short term debt		28
Long term debt		27
Deferred income taxes		37
Minority interests		55
Total liabilities	$	310

Note 6—Segment Reporting

Subsequent to the business combination transaction between NYSE Group and Euronext, NYSE Euronext operates under two reportable segments: U.S. Operations and European Operations. NYSE Euronext evaluates segment performance primarily based on operating income.

The U.S. Operations consist of (i) obtaining new listings and servicing existing listings; (ii) providing access to trade execution in cash equities, options and futures; (iii) selling market and related information and distributing market information to data subscribers; (iv) issuing trading licenses; (v) providing data processing operations; (vi) providing regulatory services in the U.S. markets and (vii) providing trading technology, software and connectivity to end-users.

European Operations consist of (i) the management of trading in all cash products as well as a wide range of derivatives products and bonds and repos; (ii) listing of cash instruments; (iii) the sale of market data and related information; (iv) settlement of transactions and the safe-custody of physical securities in the European markets and (v) the providing of electronic trading solutions as well as software connectivity to end-users.

In January 2009, we created NYSE Technologies (“NYXT”) to combine the businesses formerly known as NYSE Euronext Advanced Trading Solutions (including NYSE TransactTools, Wombat and AEMS) and our global market data businesses. We are currently assessing the potential impact of this organizational change on our segment reporting structure going forward.

100

Summarized financial data regarding reportable segments is as follows for the year ended December 31, 2008, 2007, and 2006 (in millions):

	U.S. Operations		European Operations			Corporate Items and Eliminations			Total
2008
Revenues	$	2,970	$	1,760		$	(27	)	$	4,703
Operating income (loss) from continuing operations		331		(878	)		(41	)		(588	)
Total assets		3,017		9,249			1,682			13,948
Purchases of property and equipment		180		196			—			376
2007
Revenues	$	2,747	$	1,191			—		$	3,938
Operating income (loss) from continuing operations		374		530			(25	)		879
Total assets		2,508		11,599			2,511			16,618
Purchases of property and equipment		123		59			—			182
2006
Revenues	$	2,376	$	—			—		$	2,376
Operating income (loss) from continuing operations		254		—			(20	)		234
Total assets		2,462		—			1,004			3,466
Purchases of property and equipment		98		—			—			98

For the year ended December 31, 2008, the operating loss of European Operations included a $1,585 million impairment charge.

Revenues are generated primarily in the United States of America and Europe. Corporate items consist of expenses that are not allocated in assessing segment performance and intercompany eliminations. Corporate assets consist primarily of cash and cash equivalents, investments, prepaid income taxes, and investments in unconsolidated subsidiaries. For the years ended December 31, 2008, 2007 and 2006, no individual customer accounted for 10% or more of NYSE Euronext’s revenues.

Note 7—Earnings per Share

The following is a reconciliation of the basic and diluted earnings per share computations (in millions except per share data):

	2008			2007		2006
Net (loss) income for basic and diluted (loss) earnings per share:
(Loss) income from continuing operations	$	(745	)	$	639	$	205
Income from discontinued operations, net of tax		7			4		—
Net (loss) income	$	(738	)	$	643	$	205
Shares of common stock and common stock equivalents:
Weighted average shares used in basic computation		265			237		149
Dilutive effect of:
Employee stock options and restricted stock units		—			1		1
Weighted average shares used in diluted computation		265			238		150
Basic (loss) earnings per share from continuing operations	$	(2.81	)	$	2.70	$	1.38
Basic earnings per share from discontinued operations, net of tax		0.03			0.02		—
Basic (loss) earnings per share	$	(2.78	)	$	2.72	$	1.38
Diluted (loss) earnings per share from continuing operations	$	(2.81	)	$	2.68	$	1.36
Diluted earnings per share from discontinued operations, net of tax		0.03			0.02		—
Diluted (loss) earnings per share	$	(2.78	)	$	2.70	$	1.36

101

As of December 31, 2008 and 2007, 3.3 million and 2.4 million restricted stock units, respectively, and stock options to purchase 0.7 million and 0.9 million shares of common stock, respectively, were outstanding. For the year ended December 31, 2008, diluted net loss per common share is the same as basic net loss per common share since the assumed conversion of stock options and restricted stock units would have been anti-dilutive due to the loss position. For the year ended December 31, 2007, an aggregate of 0.4 million stock options and restricted stock units were excluded from the diluted earnings per share calculation because they were anti-dilutive. There were no securities excluded from the computation of diluted earnings per share for the year ended December 31, 2006 because all outstanding stock options and restricted stock were considered dilutive.

Note 8—Pension and Other Benefit Programs

Defined Benefit Pension Plans

NYSE Euronext maintains pension plans covering its U.S. and European Operations. Effective December 31, 2008, the NYSE Amex benefit plans were merged with benefit plans in the U.S. Effective March 31, 2006, the future benefit accrual of all NYSE active participants (excluding NYSE Amex) in the U.S. Operations pension plans were frozen. Benefit accruals for former NYSE Amex employees were frozen at the time of the merger of the U.S. plans.

Retirement benefits are derived from a formula, which is based on length of service and compensation. Based on the calculation, NYSE Euronext may contribute to its pension plans to the extent such contributions may be deducted for income tax purposes. In 2008, NYSE Euronext contributed $5.0 million to its European Operations. NYSE Euronext also contributed $4.0 million in 2007 and anticipates contributing approximately $5 million in 2009 to its European Operations. There were no contributions to the U.S. pension plans in 2007 and 2008.

NYSE Euronext bases its investment policy and objectives on a review of the actuarial and funding characteristics of the retirement plan, the demographic profile of plan participants, and the business and financial characteristics of NYSE Euronext. Capital market risk/return opportunities and tradeoffs also are considered as part of the determination. The primary investment objective of the NYSE Euronext plan is to achieve a long-term rate of return that meets the actuarial funding requirements of the plan and maintains an asset level sufficient to meet all benefit obligations of the plan. The pension plan’s targeted weighted-average asset allocations at December 31, 2008 and 2007, by asset category are as follows:

	2008				2007
Asset Category	U.S. Operations		European Operations		U.S. Operations		European Operations
Equities	65	%	30	%	65	%	30	%
Fixed income	35	%	70	%	35	%	70	%

As of December 31, 2008, the actual asset allocations between equities and fixed income for our U.S. Operations and European Operations were 55%/45% and 27%/73%, respectively.

102

The costs of the plans in 2008 and 2007 have been determined in accordance with SFAS No. 87. The measurement date for the plans is December 31, 2008 and 2007. The following table provides a summary of the changes in the plan’s benefit obligations and the fair value of assets for December 31, 2008 and 2007 and a statement of funded status of the plans as of December 31, 2008 and 2007 (in millions):

	Pension Plans
	2008						2007
	U.S. Operations			European Operations			U.S. Operations			European Operations(1)
Change in benefit obligation:
Benefit obligation at beginning of year	$	583		$	192		$	600		$	188
Service cost		—			4			—			4
Interest cost		38			10			36			7
Actuarial (gain) loss		57			(14	)		(22	)		(19	)
Curtailment loss (gain)		10			(2	)		(1	)		—
Business combination—NYSE Amex(2)		58			—			—			—
Plan amendments		—			—			4			—
Benefits paid		(40	)		(6	)		(34	)		(5	)
Currency translation and other		—			(9	)		—			17
Benefit obligation at year end		706			175			583			192
Change in plan assets:
Fair value of plan assets at beginning of year		695			203			691			186
Business combination—NYSE Amex(2)		45			—			—			—
Actual (loss) return on plan assets		(215	)		(25	)		38			1
Company contributions		—			5			—			4
Benefits paid		(39	)		(6	)		(34	)		(5	)
Currency translation and other		—			(10	)		—			17
Fair value of plan assets at end of year		486			167			695			203
Funded status		(220	)		(8	)		112			12
Accumulated benefit obligation	$	706			170		$	583			184
Amounts recognized in the balance sheet under SFAS No. 158
Non-current assets	$	—		$	2		$	112		$	19
Current liabilities		—			—			—			—
Non-current liabilities		(220	)		(10	)		—			(7	)

(1) European Operations opening balances were recorded as of April 4, 2007 based on the estimated fair value assigned as part of the merger between NYSE Group and Euronext.

(2) NYSE Amex opening balances were recorded as of October 1, 2008 based on the estimated fair value assigned as part of the merger between NYSE Euronext and NYSE Amex.

103

The components of pension expense/(benefit) are set forth below (in millions):

	Pension Plans
	2008						2007						2006
	U.S. Operations			European Operations			U.S. Operations			European Operations			U.S. Operations			European Operations
Service cost	$	—		$	4		$	—		$	4		$	5		$	—
Interest cost		38			10			36			7			34			—
Amortization of prior service cost		—			—			4			—			—			—
Estimated return on plan assets		(54	)		(10	)		(52	)		(7	)		(50	)		—
Curtailment		—			(2	)		(1	)		—			11			—
Aggregate pension (benefit) expense	$	(16	)	$	2		$	(13	)	$	4		$	—		$	—

The following table shows the payments projected based on actuarial assumptions (in millions):

Pension Plan Payment Projections	U.S. Operations		European Operations		Total
2009	$	45	$	15	60
2010		41		8	49
2011		42		8	50
2012		42		8	50
2013		43		8	51
Next 5 years		224		46	270

Supplemental Executive Retirement Plans

The U.S. Operations also maintain a nonqualified supplemental executive retirement plan, which provides supplemental retirement benefits for certain employees. Effective March 31, 2006, the future benefit accrual of all NYSE active participants (excluding NYSE Amex) in the SERP plans was frozen while former NYSE Amex participants were frozen on December 31, 2008. To provide for the future payments of these benefits, the U.S. Operations has purchased insurance on the lives of the participants through company-owned policies. At December 31, 2008 and 2007, the cash surrender value of such policies was $36 million and $35 million, respectively, and is included in other non-current assets. Additionally certain subsidiaries of the U.S. Operations maintain equity and fixed income mutual funds for the purpose of providing for future payments of SERP. At December 31, 2008 and 2007, the fair value of these assets was $36 million and $66 million, respectively, and is included in investment securities, at fair value. Currently, the U.S. Operations do not anticipate funding of the nonqualified plan.

The following table provides a summary of the changes in the U.S. Operations SERP benefit obligations for December 31, 2008 and 2007 (in millions):

	2008			2007
Change in benefit obligation:
Benefit obligation at beginning of year	$	79		$	82
Service cost		1			—
Interest cost		4			5
Business combination(1)		10			—
Curtailments		1			—
Benefits paid		(12	)		(8	)
Accumulated benefit obligation		83			79
Funded status	$	83		$	79
Amounts recognized in the balance sheet under SFAS No. 158
Current liabilities	$	(8	)	$	(6	)
Non-current liabilities		(75	)		(73	)

(1) NYSE Amex opening balances are recorded as of October 1, 2008 based on the estimated fair value assigned as part of the merger between NYSE Euronext and NYSE Amex.

104

The components of U.S. Operations SERP expense/(benefit) are set forth below (in millions):

	2008		2007		2006
Service cost	$	1	$	—	$	—
Interest cost		4		5		5
Amortization of prior service cost		—		—		—
Recognized actuarial (gain) or loss		1		—		1
Additional (gain) or loss recognized due to:
Curtailment		—		—		1
Aggregate SERP expense	$	6	$	5	$	7

The following table shows the projected payments for the U.S. Operations based on the actuarial assumptions (in millions):

SERP Plan Payment Projections
2009	$	8
2010		8
2011		8
2012		10
2013		10
Next 5 years		44

Pension and SERP Plan Assumptions

The weighted average assumptions used to develop the actuarial present value of the projected benefit obligation and net periodic pension/SERP cost are set forth below:

	2008		2007
	U.S. Operations	European Operations	U.S. Operations	European Operations
Discount rate (pension/SERP)	6.1% / 6.3%	6.2% / N/A	6.4% / 6.0%	5.4% / N/A
Expected long-term rate of return on plan assets (pension/SERP)	8.0% / N/A	5.2% / N/A	8.0% / N/A	4.9% / N/A
Rate of compensation increase	N/A	3.7%	N/A	3.6%

To develop the expected long-term rate of return on assets assumption, both the U.S. and European Operations considered the historical returns and the future expectations for returns for each asset class as well as the target asset allocation of the pension portfolio. The assumed discount rate reflects the market rates for high-quality corporate bonds currently available. The discount rate was determined by considering the average of pension yield curves constructed on a large population of high quality corporate bonds. The resulting discount rates reflect the matching of plan liability cash flows to yield curves.

Postretirement Benefit Plans

In addition, the U.S. Operations maintain defined benefit plans to provide certain health care and life insurance benefits (the “Plans”) for eligible retired employees. These Plans, which may be modified in accordance with their terms, cover substantially all employees. These Plans are measured on December 31 annually. Effective March 31, 2006, these Plans were frozen for most participants.

The net periodic postretirement benefit cost for the U.S. Operations was $19 million and $2 million for years ended December 31, 2008 and 2007, respectively. The defined benefit plans are unfunded. Currently, management does not expect to fund the plans.

105

The following table shows actuarial determined benefit obligation, benefits paid during the year and the accrued benefit cost for the year (in millions) :

	2008			2007
Benefit obligation at the end of year(1)	$	218		$	167
Benefits paid		14			10
Accrued benefit cost		218			156
Additional (gain) or loss recognized due to:
Curtailment	$	7		$	(13	)
Discount rate as of December 31,		6.1	%		6.4	%

(1) Benefit obligation at the end of 2008 included $13 million related to the NYSE Amex merger on October 1, 2008.

The following table shows the payments projected (net of expected Medicare subsidy receipts of $9 million over the next ten fiscal years) based on actuarial assumptions (in millions):

Payment Projections	U.S. Operations
2009	$	13
2010		14
2011		14
2012		14
2013		14
Next 5 years		74

For measurement purposes, the U.S. Operations assumed a 8.75% annual rate of increase in the per capita cost of covered health care benefits in 2008 which will decrease on a graduated basis to 5.0% in the year 2015 and thereafter.

The following table shows the effect of a one-percentage-point increase and decrease in assumed health care cost trend rates (in millions):

Assumed Health Care Cost Trend Rate

	1% Increase		1% Decrease
Effect of postretirement benefit obligation	$	2	$	(1	)
Effect on total of service and interest cost components		24		(20	)

Curtailments to the Plans

In 2008, NYSE Euronext recorded a $7 million curtailment loss as a result of various employee actions, including the VRIP, on its U.S. benefit plans. In 2007, NYSE Euronext recorded a $13 million curtailment gain as a result of the elimination of certain components of the OPEB plan in the U.S.

Accumulated Other Comprehensive Income

Accumulated other comprehensive income, before tax, as of December 31, 2008 consisted of the following amounts that have not yet been recognized in net periodic benefit cost (in millions):

	Pension Plans			SERP Plans			Postretirement Benefit Plans			Total
Unrecognized net actuarial loss	$	(317	)	$	(12	)	$	(54	)	$	(383	)
Unrecognized prior service credit		—			—			13			13
Total amounts included in accumulated other comprehensive income/ (loss)	$	(317	)	$	(12	)	$	(41	)	$	(370	)

106

The amount of prior service credit and actuarial gain included in accumulated other comprehensive income related to the pension, SERP and postretirement plans, which are expected to be recognized in net periodic benefit cost during the year ending December 31, 2009, is estimated to be $(3) million and $6 million, respectively.

Defined Contribution Plans

The U.S. Operations maintain savings plans for which most employees are eligible to contribute a part of their salary within legal limits. The U.S. Operations matches an amount equal to 100% of the first 6% of eligible contributions. The U.S. Operations also provides benefits under a Supplemental Executive Savings Plan to which eligible employees may also contribute and receive an appropriate company match. Savings plans expense was $12 million, $14 million and $19 million for the years ended December 31, 2008, 2007 and 2006, respectively. Included in accrued employee benefits payable was $48 million and $44 million at December 31, 2008 and 2007, respectively, related to these plans.

Note 9—Goodwill and Other Intangible Assets

The change in the net carrying amount of goodwill by reportable segments was as follows (in millions):

	U.S. Operations		European Operations			Total
Balance as of January 1, 2007	$	557	$	—		$	557
Acquisitions		—		3,980			3,980
Currency translation and other		—		150			150
Balance as of December 31, 2007		557		4,130			4,687
Acquisitions/divestitures(a)		390		665			1,055
Impairment charges		—		(1,003	)		(1,003	)
Currency translation and other		—		(754	)		(754	)
Balance as of December 31, 2008	$	947	$	3,038		$	3,985

(a) Primarily related to the acquisition of AEMS, NYSE Amex and Wombat; completion of the purchase of the remaining 2.3% interest in Euronext N.V.; net of the disposal of GL Trade.

The following table presents the details of the intangible assets by reportable segments as of December 31, 2008 and 2007 (in millions):

	U.S. Operations						European Operations
Balance as of December 31, 2008	Estimated Fair Value		Accumulated Amortization			Useful Life (in years)	Estimated Fair Value		Accumulated Amortization			Useful Life (in years)
National securities exchange registrations	$	583	$	—		Indefinite	$	4,379	$	—		Indefinite
Customer relationships		98		(9	)	10 to 20		708		(62	)	7 to 20
Trade names and other		55		(7	)	20		168		(47	)	2 to 20
Other intangible assets	$	736	$	(16	)		$	5,255	$	(109	)
Balance as of December 31, 2007
National securities exchange registrations	$	511	$	—		Indefinite	$	5,679	$	—		Indefinite
Customer relationships		37		(3	)	10 to 20		805		(33	)	7 to 20
Trade names and other		43		(4	)	20		186		(41	)	2 to 20
Other intangible assets	$	591	$	(7	)		$	6,670	$	(74	)

107

In the United States, the national securities exchange registrations allow NYSE Arca and NYSE Amex to (i) generate revenues from market data fees (both from equity and option trading activities) and listing fees, and (ii) reduce its costs because clearing charges are not incurred for trades matched internally on its trading systems. As an operator of five European-based registered national securities exchanges, Euronext is eligible to earn market data fees (both from equity and option trading activities), listing fees and certain trading fees. The national securities exchange registrations were valued using the excess earnings income approach.

NYSE Euronext reviews the carrying value of goodwill and indefinite-lived intangible assets for impairment at least annually. Based upon tests performed during the fourth quarter of 2008, NYSE Euronext recorded impairment charges of $1,003 million and $522 million in connection with the goodwill allocated to the European Cash reporting unit and the national securities exchange registration of the European Cash reporting unit, respectively.

These impairment charges reflect current economic conditions, adverse equity market conditions which have caused a material decline in industry market multiples, and lower estimated future cash flows of NYSE Euronext’s European Cash reporting unit as a result of increased competition which has caused a decline in our market share of cash trading in Europe as well as pricing pressure following the November 2007 introduction of the European Commission’s Market in Financial Instruments Directive.

For the years ended December 31, 2008, 2007 and 2006, amortization expense for the intangible assets was approximately $57 million, $81 million and $3 million, respectively.

The estimated future amortization expense of acquired purchased intangible assets as of December 31, 2008 is as follows (in millions):

Year ending December 31,
2009	$	58
2010		58
2011		58
2012		58
2013		58
Thereafter		614
Total	$	904

Note 10—Stock Based Compensation

Under the Stock Incentive Plan, NYSE Euronext may grant stock options and other equity awards-based awards to employees. NYSE Euronext approach to the incentive compensation awards contemplates awards of stock options and restricted stock units (“RSUs”).

Stock options are generally granted at an exercise price equal to the market price at the date of grant. Stock options granted generally vest and become exercisable over a period of three to four years, and generally expire after ten years.

Conversion of Euronext Awards

In connection with the business combination transaction between NYSE Group and Euronext, which was completed on April 4, 2007, generally each restricted stock unit, deferred stock unit, stock option and other right based on shares of common stock of NYSE Group or shares of Euronext outstanding immediately prior to the merger, was converted into an adjusted number of restricted stock units, deferred stock units options and rights with respect to NYSE Euronext common stock, on the same terms and conditions as were applicable before the business combination transaction. However , for tax purposes, in the case of French holders of Euronext awards,

108

Euronext awards remained measured in shares of Euronext. NYSE Euronext intends to offer those holders the right to exchange any Euronext shares that they receive pursuant to their Euronext awards for shares of NYSE Euronext common stock at the exchange ratio set forth in the combination agreement at such time that certain adverse tax consequences no longer apply.

The restricted stock units and deferred stock units measured in shares of NYSE Euronext and the options to purchase shares of NYSE Euronext common stock issued by NYSE Euronext in exchange for the restricted stock units and deferred stock units measured in shares of Euronext and options to purchase shares of Euronext in the combination were included in the purchase price of Euronext and recorded at their fair value on the measurement date. Because continued service is required after the date of consummation in order to vest in any unvested awards, a portion of the value of those unvested awards is recognized over the remaining vesting period.

NYSE Group RSUs

On March 8, 2006, NYSE Group granted approximately 1.2 million restricted stock units to NYSE employees and certain SIAC employees under the Stock Incentive Plan. These restricted stock units vest 50% on the grant date and 25% on each of the first and second anniversaries of the grant date.

As of December 31, 2008, the total aggregate intrinsic value of stock options outstanding and exercisable was $12 million and $10 million, respectively.

For the year ended December 31, 2008, NYSE Euronext recorded $48 million of stock based compensation. As of December 31, 2008, there was approximately $41 million of total unrecognized compensation cost related to stock options and restricted stock units. This cost is expected to be recognized over approximately three years. Cash received from employee stock option exercises for the year ended December 31, 2008, 2007 and 2006 was $10 million, $14 million and $9 million, respectively. NYSE Euronext satisfies stock option exercises with newly issued shares.

The fair value of each option grant was estimated using the Black-Scholes option pricing model with the following assumptions: expected volatility of 30%, risk-free interest of 4.8%, expected life of 7 years and no dividend yield.

The following table summarizes information about the stock option activity (number of stock options in thousands):

	2008				2007
	Shares		Weighted Average Exercise Price		Shares		Weighted Average Exercise Price
Outstanding at beginning of year	871		$	21.36	1,598		$	14.10
Awards converted in business combinations	316			4.27	395			23.29
Awards granted	—			—	67			99.50
Awards exercised	(333	)		9.18	(1,139	)		14.16
Awards cancelled	(117	)		27.34	(50	)		84.27
Outstanding at end of year	737		$	20.62	871		$	21.36

109

Additional information regarding stock options outstanding as of December 31, 2008 is as follows (number of stock options in thousands):

	Outstanding				Exercisable
Exercise Price	Number Outstanding	Weighted Average Remaining Contractual Life (years)	Weighted Average Exercise Price		Number Exercisable	Weighted Average Exercise Price
$4.27 - $19.30	297	5.5	$	10.16	242	$	10.97
$20.25 - $25.38	412	2.6		22.91	412		22.91
$99.50	28	8.2		99.50	2		99.50
	737	3.7	$	20.62	656	$	18.77

The following table summarizes information about the restricted stock units activity (stock units in thousands):

	Number of RSUs
	2008			2007
Outstanding at beginning of year		977			588
Converted Euronext awards		—			831
Awards granted		1,328			213
Awards cancelled		(51	)		(102	)
Awards vested		(655	)		(553	)
Outstanding at end of year(1)		1,599			977
Weighted average fair value per share for RSUs granted during period	$	63.98		$	99.50

(1) Excludes vested NYSE Group Merger RSUs which will be delivered in March 2009.

Note 11—Related Party Transactions

On August 5, 2008, NYSE Euronext acquired the remaining interest in AEMS previously owned by Atos Origin. Prior to the acquisition, NYSE Euronext owned 50% of AEMS and had entered into mutual service agreements. See Note 3 – “Acquisitions and Divestitures.”

As of December 31, 2008, NYSE Euronext used the services of LCH.Clearnet for clearing transactions executed on its European cash markets and Liffe, and the services of Euroclear for settling transactions on its cash markets (except in Portugal). See Note 3 – “Acquisitions and Divestitures.”

The Depository Trust Company (“DTC”) and the National Securities Clearing Corporation (“NSCC”) are wholly owned subsidiaries of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is a holding company that supports DTC, which provides settlement and custody services to banks and broker-dealers, and NSCC, which provides trade clearance, netting and settlement services to banks, broker-dealers, mutual funds, insurance companies and other financial institutions in the United States.

On March 28, 2006, NYSE Group sold substantially all of its shares of DTCC common stock, which represented approximately 28% of DTCC’s common stock, for a $23 million cash payment and realized a $21 million gain. The after-tax impact of this gain was included in the cash dividend paid to each former NYSE member in connection with the merger of the NYSE and Archipelago. As of December 31, 2008, NYSE Euronext still owns 50% of the outstanding preferred stock of DTCC.

On November 1, 2006, NYSE Group completed the purchase of the one-third ownership stake in SIAC previously held by NYSE Amex for approximately $40 million, as a result of which NYSE Group wholly owned SIAC.

110

As part of the July 30, 2007 asset purchase agreement with FINRA, FINRA and NYSE Euronext have entered into service agreements with FINRA and its affiliates. Based on these service agreements, FINRA provides certain regulatory services to NYSE Group and its affiliates. See Note 3—“Acquisitions and Divestitures.”

The following table presents revenues and expenses derived from or incurred with these related parties (in millions):

	Year Ended December 31,
Revenues (expenses)	2008			2007			2006
AEMS	$	(91	)	$	(149	)	$	—
LCH Clearnet		4			7			—
DTCC		—			—			12
NYSE AMEX		—			—			53
FINRA		21			9			—

Note 12—Fair Value of Financial Instruments

NYSE Euronext accounts for certain financial instruments at fair value. NYSE Euronext adopted the provisions of SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”) in the first quarter of 2008. SFAS No. 157 defines fair value, establishes a fair value hierarchy on the quality of inputs used to measure fair value, and enhances disclosure requirements for fair value measurements. The fair value of a financial instrument is the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of financial instruments is determined using various techniques that involve some level of estimation and judgment, the degree of which is dependent on the price transparency and the complexity of the instruments.

In accordance with SFAS No. 157, NYSE Euronext has categorized its financial instruments measured at fair value into the following three-level fair value hierarchy based upon the level of judgment associated with the inputs used to measure the fair value:

• Level 1: Inputs are unadjusted quoted prices for identical assets or liabilities in an active market that NYSE Euronext has the ability to access. Generally, equity and other securities listed in active markets and investments in publicly traded mutual funds with quoted market prices are reported in this category.

• Level 2: Inputs are either directly or indirectly observable for substantially the full term of the assets or liabilities. Generally, municipal bonds, certificates of deposits, corporate bonds, mortgage securities, asset backed securities and certain derivatives are reported in this category. The valuation of these instruments is based on quoted prices or broker quotes for similar instruments in active markets.

• Level 3: Some inputs are both unobservable and significant to the overall fair value measurement and reflect management’s best estimate of what market participants would use in pricing the asset or liability. Generally, assets and liabilities carried at fair value and included in this category are certain structured investments, derivatives, commitments and guarantees that are neither eligible for Level 1 or Level 2 due to the valuation techniques used to measure their fair value. The inputs used to value these instruments are both observable and unobservable and may include NYSE Euronext’s own projections.

If the inputs used to measure the financial instruments fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the instrument. A review of the fair value hierarchy classifications is conducted on a quarterly basis. Changes in the valuation inputs may result in a reclassification for certain financial assets or liabilities.

111

The following table presents NYSE Euronext’s fair value hierarchy of those assets and liabilities measured at fair value on a recurring basis as of December 31, 2008 (in millions):

	Assets & liabilities measured at fair value as of December 31, 2008
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	157	$	113	$	14	$	284
Other assets		26		—		—		26
Liabilities
Derivatives		—		1		—		1

The difference between the total financial assets and liabilities as of December 31, 2008 presented in the table above and the related amounts in the consolidated statement of financial condition is primarily due to investments recorded at cost or adjusted cost such as non-quoted equity securities, bank deposits and other interest rate investments, and to debt instruments recorded at amortized cost. As of December 31, 2008, NYSE Euronext has $14 million Level 3 securities consisting of auction rate securities purchased by NYSE Amex prior to its acquisition by NYSE Euronext on October 1, 2008. Since February 2008, these auction rate securities have failed at auction and are not currently valued at par. As at December 31, 2008, the weighted average price of these auction rate securities was 78 cents to a dollar and NYSE Euronext had recorded a $1.0 million unrealized loss on these securities.

Note 13 – Investments

A summary of current investments as at December 31, 2008 and December 31, 2007 was as follows (in millions):

	December 31, 2008
	Adjusted cost		Unrealized gains		Unrealized losses(2)		Fair value
Mutual Funds (SERP/SESP)(1)	$	84	$	—	$	10	$	74
Mutual Funds (other)		81		—		—		81
Corporate Bonds		17		—		1		16
Collateralized Mortgage Obligations		1		—		—		1
Asset Backed Securities		2		—		—		2
Auction Rate Securities		15		—		1		14
Equity Securities		3		—		1		2
Bank deposits and other interest rate investments		46		—		—		46
Investments	$	249	$	—	$	13	$	236

	December 31, 2007
	Adjusted cost		Unrealized gains		Unrealized losses		Fair value
Municipal Bonds	$	17	$	—	$	—	$	17
Mutual Funds (SERP/SESP)		108		18		—		126
Mutual Funds (other)		75		—		—		75
Corporate Bonds		31		—		1		30
Collateralized Mortgage Obligations		14		—		1		13
Asset Backed Securities		16		—		1		15
Equity Securities		115		—		—		115
Bank deposits and other interest rate investments		166		—		—		166
Investments	$	542	$	18	$	3	$	557

112

(1) Equity and fixed income mutual funds held for the purpose of providing future payments of Supplemental Executive Retirement Plan (SERP) and Supplemental Executive Savings Plan (SESP).

(2) As of December 31, 2008, all unrealized losses have been reported for less than 12 months, except for $0.6 million of unrealized losses which have been reported for more than 12 months and less than 24 months.

NYSE Euronext received gross proceeds from the sale of available-for-sale current investments of $2.4 billion and $8.1 billion with gross realized gains amounting to $17 million and $11 million and gross realized losses of $9 million and $2 million for the years ended December 31, 2008 and 2007, respectively.

In addition to its current investments, NYSE Euronext accounts for its investment in BM&F Bovespa as an available-for-sale security, which is classified as a non-current asset. NYSE Euronext recorded a gross unrealized gain of $42 million related to this investment for the year ended December 31, 2007.

During 2008, NYSE Euronext recognized a $60 million impairment loss on available-for-sale securities, primarily consisting of an impairment charge on NYSE Euronext’s investment in BM&F Bovespa reflecting the difference between the cost basis and the fair value of the investment at December 31, 2008. NYSE Euronext does not believe that any of the other gross unrealized losses of $13 million is subject to other-than-temporary impairment based upon an evaluation of applicable evidence as of December 31, 2008.

The following table summarizes the adjusted cost and fair value of available-for-sale fixed income securities and other interest rate investments, by contractual maturity (in millions):

	As of December 31,
	2008				2007
	Adjusted cost		Fair value		Adjusted cost		Fair value
Due in 1 year or less	$	6	$	6	$	172	$	172
Due in 1 to 5 years		11		10		26		25
Due in 5 to 10 years		—		—		—		—
Not due at a single maturity date(1)		18		17		31		29
Investments	$	35	$	33	$	229	$	226

(1) Includes asset-backed securities, collateralized mortgage obligations and auction rate securities.

Note 14 – Debt

Short term and long term debt consisted of the following (in millions):

	December 31,
	2008		2007
Commercial paper program	$	692	$	2,157
Unsecured bank borrowings (current portion)		—		—
5.125% GBP 250 million unsecured bond due June 2009 (amortized cost)		371		—
Bank Overdraft		249		—
Other		38		7
Short term debt		1,350		2,164
Unsecured bank borrowings (non current portion)		—		—
5.125% GBP 250 million unsecured bond due June 2009 (amortized cost)		—		494
4.8% USD 750 million unsecured bond due June 2013 (amortized cost)		748		—
5.375% EUR 750 million unsecured bond due June 2015 (amortized cost)		1,039		—
Long term debt		1,787		494
Total debt	$	3,137	$	2,658

113

As of December 31, 2008 and 2007, NYSE Euronext had $0.7 billion debt issued at an average interest rate of 2.9% and $2.2 billion debt issued at an average interest rate of 4.7% under its $3.0 billion global commercial paper program, respectively. The program is backed by a $2.0 billion 5-year syndicated revolving bank facility maturing on April 4, 2012 and a $1.0 billion 364-day syndicated revolving bank facility maturing on April 1, 2009. These bank facilities are also available for general corporate purposes and were not drawn as of December 31, 2008. On September 15, 2008, the amount of commitments readily available to NYSE Euronext under the $2.0 billion April 2012 facility decreased from $2.0 billion to $1,833 million as a result of the bankruptcy filing of Lehman Brothers Holdings Inc., which had provided a $167 million commitment under this facility.

The £250 million ($371 million) fixed rate bond due June 2009 is swapped to floating rate using a fixed-to-floating rate swap. As of December 31, 2008 and 2007, taking into account this swap, the effective interest rate on the bond was 3.3% and 6.7%, respectively.

In addition, on December 31, 2008, NYSE Euronext had an undrawn €300 million ($438 million) revolving credit facility available for general corporate purposes and maturing August 4, 2011.

The terms of the commercial paper program and the fixed rate bond due June 2009 do not contain any financial covenants or material customary provision that could result in early redemption. The terms of the undrawn $2.0 billion, $1.0 billion and €300 million revolving credit facilities include terms and conditions customary for agreements of this type, which may restrict NYSE Euronext’s ability to engage in additional transactions or incur additional indebtedness.

As at December 31, 2008, the debt repayment schedule was as follows (in millions):

	December 31, 2008
Due in 2009	$	1,350
Due in 2010		—
Due in 2011		—
Due in 2012		—
Due in 2013 or later		1,787
Total debt	$	3,137

Note 15—Income Taxes

The (loss) income before income taxes and minority interest from continuing operations consisted of the following (in millions):

	Year Ended December 31,
	2008			2007		2006
Domestic	$	181		$	351	$	329
International		(826	)		541		—
Total	$	(645	)	$	892	$	329

114

The income tax (benefit) provision consisted of the following (in millions):

	Year Ended December 31,
	2008			2007			2006
Current:
Federal	$	73		$	108		$	118
State and local		20			37			27
International		221			204			—
Deferred:
Federal		3			(5	)		(17	)
State and local		(2	)		(2	)		(7	)
International		(220	)		(99	)		—
Total	$	95		$	243		$	121

Deferred tax asset and liability balances consisted of the following (in millions):

	December 31,
	2008			2007
Current deferred tax arising from:
Deferred revenue	$	34		$	38
Deferred compensation		19			41
Other		60			32
Current deferred assets	$	113		$	111
Pension	$	—		$	28
Depreciation and other		38			25
Current deferred liabilities	$	38		$	53
Non-current deferred tax arising from:
Deferred revenue	$	146		$	138
Depreciation		86			75
Stock based compensation		41			32
Deferred compensation		151			120
Pension		112			—
Net operating loss		49			27
Valuation allowance		(13	)		(18	)
Other		99			10
Non-current deferred assets	$	671		$	384
Intangible assets	$	1,844		$	2,216
Software capitalization		33			29
Pension		29			3
Depreciation and other		96			47
Non-current deferred liabilities	$	2,002		$	2,295

Deferred tax liabilities have not been recognized for the portion of the outside basis differences (including undistributed earnings) relating to foreign subsidiaries because the investment in these subsidiaries is considered to be permanent in duration. Quantification of the deferred tax liability associated with these outside basis differences is not practicable.

115

In connection with business combinations, NYSE Euronext recorded approximately $128 million of net operating losses (“NOL”) for tax purposes, which will begin to expire in 2025. A valuation allowance was recorded against approximately $13 million and $18 million of certain NOLs as of December 31, 2008 and 2007, respectively, as it appears more likely than not that the corresponding asset will not be realized due to certain tax limitations. There is no valuation allowance recorded against any of the remaining deferred tax assets based on management’s belief that it is more likely than not that such assets will be realized.

Tax benefits of $1 million, $43 million and $22 million for the years ended December 31, 2008, 2007 and 2006, respectively, associated with the exercise of stock options and vesting of restricted stock units were recorded as an increase to additional paid in capital.

The reconciliation between the statutory and effective tax rates is as follows:

	Year Ended December 31,
	2008		2007		2006
Federal statutory rate	35.0	%	35.0	%	35.0	%
State and local taxes (net of federal benefit)	(2.6	)	5.9		3.7
Foreign operations	8.0		(5.4	)	—
Enacted reduction of U.K. corporate tax rate	—		(6.1	)	—
Tax credits	—		—		(0.5	)
Insurance proceeds	—		—		(1.1	)
Non-deductible merger expenses	—		—		0.8
Impairment of goodwill	(53.5	)	—		—
Tax exempt income	0.2		(2.8	)	(1.4	)
Other	(1.8	)	0.6		0.2
Effective tax rate	(14.7	)%	27.2	%	36.7	%

For the years ended December 31, 2008 and 2007, NYSE Euronext’s effective tax rate is lower than statutory rate primarily due to foreign operations and, in 2008, impairment charges. In addition, during 2007, in connection with an enacted reduction of the UK corporate tax rate from 30% to 28%, NYSE Euronext recorded a $55 million tax benefit.

NYSE Euronext adopted FIN 48 as of January 1, 2007. NYSE Euronext had gross unrecognized tax benefits of $13 million as of January 1, 2007, the adoption date. In connection with the assessment of certain positions in various U.S. and European tax jurisdictions, a reconciliation of the gross unrecognized tax benefits for the years ended December 31, 2008 and 2007 is as follows (in millions):

	Year Ended December 31,
	2008			2007
Balance at beginning of the year	$	67		$	13
Additions based on tax positions taken during a prior period		2			2
Additions based on tax positions taken during the current period		16			12
Reductions related to a lapse of applicable statute of limitation		(6	)		(3	)
Settlements		—			—
Additions for tax positions assumed from acquisitions		1			43
Balance at end of the year	$	80		$	67

Included in the ending balance at December 31, 2008 and 2007 are $33 million and $16 million, respectively, of tax positions which, if recognized, would affect the effective tax rate, and zero and $11 million, respectively, of tax positions for which there is uncertainty about the timing of tax benefit.

116

NYSE Euronext accounts for interest and penalties related to the underpayment or overpayment of income taxes as a component of income tax provision in the consolidated statements of operations. For the years ended December 31, 2008 and 2007, we have recorded $3 million and $1 million benefit, respectively for interest and penalties in our consolidated statements of operations. As of December 31, 2008, the accrued net interest payable related to the above net tax benefit was $1 million. As of December 31, 2007, the accrued net interest receivable related to the above net tax benefit was $1 million.

In many cases, uncertain tax positions are related to tax years that remain subject to examination by the relevant tax authorities. The following table summarizes these open tax years by major jurisdiction:

Jurisdiction	Examination in progress	Open tax years
U.S.	2000-2005	2006-2008
Netherlands	None	2002-2008
France	None	2005-2008
United Kingdom	None	2005-2008
Belgium	None	2007-2008
Portugal	None	2003-2008

NYSE Euronext does not anticipate that the total unrecognized tax benefits will change significantly in the next twelve months.

Note 16—Commitments and Contingencies

Legal Matters

The following is a summary of significant legal matters as of December 31, 2008:

In re NYSE Specialists Securities Litigation

In 2003 the California Public Employees’ Retirement System (“CalPERS”) filed a class action complaint, later consolidated with related actions, in the U.S. District Court for the Southern District of New York (“Southern District”) against the NYSE, NYSE specialist firms, and others, alleging various violations of federal securities laws and breach of fiduciary duty, on behalf of a purported class of persons who bought or sold unspecified NYSE-listed stocks between 1998 and 2003, and seeking unspecified money damages. In 2005 the district court granted the NYSE’s motion to dismiss, holding that the NYSE, as a self-regulatory organization, is immune from private lawsuits challenging the manner in which it exercises its regulatory function, and thus dismissed all the claims asserting that the NYSE had failed to effectively regulate specialists during the relevant period. The district court also held that the plaintiffs lacked standing to assert that the NYSE made false and misleading statements concerning the regulation and operation of its market. The plaintiffs appealed that decision to the U.S. Court of Appeals for the Second Circuit (“Second Circuit”).

In 2007 the Second Circuit issued an opinion affirming in part, and vacating and remanding in part, the district court’s decision. The Second Circuit upheld the district court’s ruling as to the NYSE’s self-regulatory immunity, but vacated the district court’s holding that the plaintiffs lacked standing to assert their claims that the NYSE made false and misleading statements. The appeals court remanded the matter to the district court for consideration of other grounds for dismissal that the NYSE had asserted in its motion to dismiss, including the plaintiffs’ failure to allege reliance or loss causation. Further proceedings in the district court have not been scheduled.

Grasso Litigation

As previously reported, in 2004 the New York Attorney General (“NYAG”) filed a lawsuit in New York Supreme Court against Richard A. Grasso, the NYSE’s former chairman and chief executive officer, and the NYSE. Mr. Grasso subsequently asserted claims against the NYSE for defamation and breach of contract. In

117

2006, the court granted the summary judgment motion of the NYSE and dismissed all of Mr. Grasso’s claims against the NYSE. In 2008, the claims asserted by the NYAG against Mr. Grasso were dismissed. On July 31, 2008, a stipulation was filed in which the NYAG, Mr. Grasso and the NYSE agreed that no party would appeal the July 1, 2008 decision of the Appellate Division of the Supreme Court which, among other things, affirmed the dismissal of Mr. Grasso’s claims against the NYSE.

At December 31, 2003, the NYSE accrued compensation expense amounting to $36.0 million related to Mr. Grasso. Based upon the final termination of any claims by Mr. Grasso against the NYSE, no additional payments were or will be made, and the above-referenced accrual was reversed and included in compensation in the consolidated statements of operations for the year ended December 31, 2008.

In addition to the matters described above, we are from time to time involved in various legal proceedings that arise in the ordinary course of our business. We do not believe, based on currently available information, that the results of any of these various proceedings will have a material adverse effect on our operating results or financial condition.

Commitments

NYSE Euronext leases office space under non-cancelable operating leases and equipment that expire at various dates through 2029. Rental expense under these leases, included in the consolidated statements of operations in both occupancy and systems and communications, totaled $85 million, $88 million and $76 million for the years ended December 31, 2008, 2007 and 2006, respectively.

Future payments under these obligations as of December 31, 2008 are as follows (in millions):

Operating leases and other commitments

Year	Office Space		Equipment		Other Commitments(1)		Total
2009	$	109	$	12	$	621	$	742
2010		104		5		3		112
2011		70		4		—		74
2012		65		1		—		66
2013		54		—		—		54
2014-Thereafter		224		—		—		224
	$	626	$	22	$	624	$	1,272

(1) Including in 2009, $250 million for the acquisition of a 25% ownership interest in the Doha Securities Market and €260 million ($362 million) for NYSE Liffe Clearing. As previously announced, we are currently in discussions to restructure the equity investment portion of the transaction, which will likely reduce our ownership interest to 20% and our cost to $200 million, payable over several years.

NYSE Euronext had accumulated excess activity assessment fees of approximately $24 million as of December 31, 2008. NYSE Euronext is entitled to utilize the excess fees to fund special projects of NYSE Regulation, to reduce fees charged by NYSE Regulation to member organizations or the markets that it serves, or for a charitable purpose.

In the normal course of business, NYSE Euronext may enter into contracts that require it to make certain representations and warranties and which provide for general indemnifications. Based upon past experience, NYSE Euronext expects the risk of loss under these indemnification provisions to be remote. However, given that these would involve future claims against NYSE Euronext that have not yet been made, NYSE Euronext’s potential exposure under these arrangements is unknown. NYSE Euronext also has obligations related to unrecognized tax positions, deferred compensation and other postretirement benefits. The date of the payment under these obligations cannot be determined.

118

Note 17 – Detail of Certain Balance Sheet Accounts

Property and equipment—Components of property and equipment were as follows (in millions):

	December 31,
	2008			2007
Land, buildings and building improvements	$	477		$	444
Leasehold improvements		216			183
Computers and equipment, including capital leases of $40 and $59		700			537
Software, including software development costs		749			615
Furniture and fixtures		25			55
		2,167			1,834
Less: accumulated depreciation and amortization, including $39 and $52 for capital leases		(1,472	)		(1,315	)
	$	695		$	519

NYSE Euronext capitalized software development costs of approximately $67 million and $88 million in 2008 and 2007, respectively. Unamortized capitalized software development costs of $103 million and $217 million as of December 31, 2008 and 2007, respectively, were included in the net book value of property and equipment.

Accounts payable and accrued expenses—Components of accounts payable and accrued expenses were as follows (in millions):

	December 31,
	2008		2007
Trade payables	$	365	$	391
Income tax payable (including FIN 48 liability)		109		88
Accrued compensation (including severance)		355		190
Other accrued expenses		168		92
	$	997	$	761

Other assets (non-current)—Components of non-current other assets were as follows (in millions):

	December 31,
	2008		2007
Other investments (at cost)	$	512	$	477
Other investments (at fair value)		26		134
Pension related assets		—		137
Asset held-for sale		86		—
Deposits, debt issuance costs and other		81		44
	$	705	$	792

119

Quarterly Financial Data (unaudited)

The following represents NYSE Euronext’s unaudited quarterly results for the years ended December 31, 2008 and 2007. These quarterly results were prepared in accordance with generally accepted accounting principles and reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the results. These adjustments are of a normal recurring nature.

(in millions, except per share data)	1st Quarter		2nd Quarter		3rd Quarter		4th Quarter
2008(a)
Total revenues	$	1,212	$	1,068	$	1,205	$	1,217
Operating (loss) income from continuing operations		337		280		267		(1,474	)
(Loss) income from continuing operations, net of tax		229		193		171		(1,340	)
Income from discontinued operations, net of tax		1		2		3		2
Net (loss) income		230		195		174		(1,339	)
(Loss) earnings per share—Basic:
(Loss) income from continuing operations, net of tax	$	0.87	$	0.72	$	0.65	$	(5.07	)
Income from discontinued operations, net of tax		0.00		0.01		0.01		0.01
Net (loss) income		0.87		0.73		0.66		(5.06	)
(Loss) earnings per share—Diluted:
(Loss) income from continuing operations, net of tax	$	0.87	$	0.72	$	0.65	$	(5.07	)
Income from discontinued operations, net of tax		0.00		0.01		0.01		0.01
Net (loss) income		0.87		0.73		0.66		(5.06	)
2007(a)
Total revenues	$	702	$	1,012	$	1,126	$	1,098
Operating income from continuing operations		101		247		291		240
Income from continuing operations, net of tax		68		160		257		154
Income from discontinued operations, net of tax		—		1		1		2
Net income		68		161		258		156
Earnings per share—Basic:
Income from continuing operations, net of tax	$	0.43	$	0.62	$	0.97	$	0.58
Income from discontinued operations, net of tax		—		—		—		0.01
Net income		0.43		0.62		0.97		0.59
Earnings per share—Diluted:
Income from continuing operations, net of tax	$	0.43	$	0.62	$	0.97	$	0.58
Income from discontinued operations, net of tax		—		—		—		0.01
Net income		0.43		0.62		0.97		0.59

(a) The operations of GL Trade are reflected as discontinued operations.

120

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

There were no changes in or disagreements with accountants on accounting and financial disclosure during the last two fiscal years.

ITEM 9A. CONTROLS AND PROCEDURES

As of the end of the period covered by this report, an evaluation was carried out under the supervision, and with the participation, of NYSE Euronext management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that these disclosure controls and procedures were effective as of the end of the period covered by this report. In addition, no change in our internal control over financial reporting (as defined in Rule 13a-15 under the Securities Exchange Act of 1934) occurred during our last fiscal quarter ended December 31, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

Management’s Report on Internal Control over Financial Reporting and the Report of Independent Registered Public Accounting Firm are set forth in Item 8 of this Annual Report on Form 10-K.

ITEM 9B. OTHER INFORMATION

Not applicable.

121

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors of NYSE Euronext

Information relating to our board of directors will be set forth under “Election of Directors—Nominees for Election to the Board of Directors” in the definitive proxy statement (the “2009 Proxy Statement”) for our Annual Meeting of Stockholders to be held on April 2, 2009. Information relating to our executive officers is set forth under Item 4A—“Executive Officers of NYSE Euronext.” Information regarding compliance by our directors, executive officers and 10% stockholders with the reporting requirements of Section 16(a) of the Exchange Act, if applicable, will be set forth under “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2009 Proxy Statement. Information relating to our Audit Committee financial expert, our Nominating and Governance Committee, and our Audit Committee will be set forth under the caption “Corporate Governance—Board Meetings and Committees” in our 2009 Proxy Statement. The foregoing information is incorporated herein by reference.

Code of Ethics

We have adopted a Code of Ethics and Business Conduct, which applies to all of our employees, officers and directors. This code meets the requirements of a “code of ethics” as defined by Item 406 of Regulation S-K, and applies to our Chief Executive Officer, Chief Financial Officer (who is the principal financial officer) and Chief Accounting Officer (who is the principal accounting officer), as well as all other employees, as indicated above. This code also meets the requirements of a code of ethics and business conduct under the NYSE listing standards. Our Code of Ethics and Business Conduct is available on our website at www.nyseeuronext.com under the heading “Investor Relations—Corporate Governance.” We will also provide a copy of the code to stockholders at no charge upon written request.

Departure of Director and Executive Officers

On February 26, 2009, William E. Ford, a director of NYSE Euronext, announced that he will not be standing for re-election at the 2009 annual meeting.

On February 24, 2009, Richard G. Ketchum, Chief Executive Officer of NYSE Regulation, announced that he will step down in March 2009 to become Chief Executive Officer of FINRA.

On February 25, 2009, Hugh Freedberg, group executive vice president and head of Global Derivatives, announced his intention to retire from NYSE Euronext effective May 1, 2009.

ITEM 11. EXECUTIVE COMPENSATION

Information relating to our executive officer and director compensation will be set forth under “Compensation of Executive Officers” and “Corporate Governance—Compensation of Directors” in the 2009 Proxy Statement. Information relating to our Human Resources and Compensation Committee will be set forth under “Corporate Governance—Board Meetings and Committees” in our 2009 Proxy Statement. The foregoing information is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Information relating to security ownership of our management and certain beneficial owners of our common stock will be set forth under “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters” in the 2009 Proxy Statement. Information regarding securities authorized for issuance under equity compensation plans is set forth under Item 5—“Outstanding Options and Restricted Stock.” The foregoing information is incorporated herein by reference.

122

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Information regarding certain relationships and related transactions and director independence will be set forth under “Other Matters—Certain Relationship and Related Transactions” and “Corporate Governance—Director Independence” in the 2009 Proxy Statement and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

Information regarding Principal Accounting Fees and Services, as well as audit committee pre-approval policies and procedures, will be set forth under “Report of Audit Committee and Ratification of Selection of Independent Registered Public Accounting Firm” in the 2009 Proxy Statement and is incorporated herein by reference.

123

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS OF NYSE EURONEXT

	Page
Management’s Report on Internal Control over Financial Reporting	81
Report of Independent Registered Public Accounting Firm	82
Consolidated Statements of Financial Condition as of December 31, 2008 and 2007	83
Consolidated Statements of Operations for the Years Ended December 31, 2008, 2007 and 2006	84
Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income for the Years Ended December 31, 2008, 2007 and 2006	85
Consolidated Statements of Cash Flows for the Years Ended December 31, 2008, 2007 and 2006	87
Notes to the Consolidated Financial Statements	89

124

(b) The following exhibits are filed herewith or incorporated herein by reference unless otherwise indicated:

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated as of January 17, 2008, by and among NYSE Euronext, Amsterdam Merger Sub, LLC, The Amex Membership Corporation, AMC Acquisition Sub, Inc., American Stock Exchange Holdings, Inc., American Stock Exchange LLC and American Stock Exchange 2, LLC (incorporated by reference to Annex A to NYSE Euronext’s registration statement on Form S-4 filed with the SEC on February 29, 2008 (File No. 333-149480)).
2.2	Purchase Agreement, entered into as of January 12, 2008 by and among (i) Wombat Financial Software, Inc., a Nevada corporation, (ii) TransactTools, Inc., a Delaware corporation, an indirect, wholly owned subsidiary of NYSE Euronext, a Delaware corporation, (iii) Ronald B. Verstappen, Daniel Moore, ML IBK Positions, Inc. and certain other individual parties; (iv) NYSE Euronext, a Delaware corporation (for the limited purposes specified in the agreement only), and (v) Ronald B. Verstappen, as the seller representative (for the limited purposes set specified in the agreement only) (incorporated by reference to Exhibit 2.1 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on January 16, 2008).
2.3	Amended and Restated Combination Agreement, dated as of November 24, 2006, by and among NYSE Group, Inc., Euronext N.V., NYSE Euronext, Inc., and Jefferson Merger Sub, Inc. (incorporated by reference to Annex A to NYSE Euronext’s registration statement on Form S-4/A filed with the SEC on November 27, 2008 (File No. 333-137506)).
2.4	Agreement and Plan of Merger, dated as of April 20, 2005, as amended and restated as of July 20, 2005, by and among New York Stock Exchange, Inc., Archipelago Holdings, Inc., NYSE Merger Sub LLC, NYSE Merger Corporation Sub, Inc. and Archipelago Merger Sub, Inc. (incorporated by reference to Annex A to NYSE Group, Inc.’s registration statement on Form S-4 (File No. 333-126780)).
2.5	Amendment No. 1, dated as of October 20, 2005, to the Amended and Restated Agreement and Plan of Merger, by and among New York Stock Exchange, Inc., Archipelago Holdings, Inc., NYSE Merger Sub LLC, NYSE Merger Corporation Sub, Inc. and Archipelago Merger Sub, Inc. (incorporated by reference to Annex A to NYSE Group, Inc.’s registration statement on Form S-4 filed with the SEC (File No. 333-126780)).
2.6	Amendment No. 2, dated as of November 2, 2005, to the Amendment and Restated Agreement and Plan of Merger, by and among New York Stock Exchange, Inc., Archipelago Holdings, Inc., NYSE Merger Sub LLC, NYSE Merger Corporation Sub, Inc. and Archipelago Merger Sub, Inc. (incorporated by reference to Annex A to NYSE Group, Inc.’s registration statement on Form S-4 (File No. 333-126780)).
3.1	Amended and Restated Certificate of Incorporation of NYSE Euronext (incorporated by reference to Exhibit 3.1 to NYSE Euronext’s registration statement on Form S-8 (File No. 333-141869)).
3.2	Amended and Restated Bylaws of NYSE Euronext (incorporated by reference to Exhibit 3.1 to NYSE Euronext’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2008).
4.1	Agency Agreement, dated as of April 23, 2008, among NYSE Euronext, Citibank, N.A., London Branch, as fiscal and paying agent, Dexia Banque Internationale à Luxembourg, société anonyme, as Luxembourg Paying Agent, and ABN AMRO N.V., as paying agent (incorporated by reference to Exhibit 4.1 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on April 24, 2008).
4.2	Indenture dated as of May 29, 2008 between NYSE Euronext and Wilmington Trust Company, as Trustee, relating to Senior Notes due 2013 (incorporated by reference to Exhibit 4.1 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on May 30, 2008).

125

Exhibit No.	Description
4.3	First Supplemental Indenture dated as of May 29, 2008 between NYSE Euronext, Wilmington Trust Company, as Trustee, and Citibank, N.A., as authenticating agent, calculation agent, paying agent, security registrar and transfer agent, relating to Senior Notes due June 28, 2013 (incorporated by reference to Exhibit 4.2 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on May 30, 2008).
10.1	Letter Agreement, dated as of April 6, 2005, by and between New York Stock Exchange, Inc. and Catherine R. Kinney (incorporated by reference to Exhibit 10.10 to NYSE Group, Inc.’s registration statement on Form S-4 (File No. 333-126780)).
10.2	Form of Indemnification Agreement, between Archipelago Holdings, L.L.C. and certain indemnitees specified therein (incorporated by reference to Exhibit 10.29 to Archipelago’s registration statement on Form S-1 (File No. 333-11326)).
10.3	Credit Agreement, dated as of January 5, 2007, among NYSE Euronext, Inc., NYSE Group, Inc., the lenders party thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and (for the sole purposes of Sections 2.03, 2.04, 2.06(b), 4.03, 7.02 and 9.01 of the Credit Agreement) the presenting bank parties thereto (incorporated by reference to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on January 9, 2007).
10.4	Share Purchase Agreement, dated January 10, 2007, among NYSE Group, Inc., IL&FS Trust Company Limited, ICICI Bank Limited, IFCI Limited, Punjab National Bank, and General Insurance Corporation of India (incorporated by reference to Exhibit 10.37 to NYSE Group, Inc.’s Annual Report on Form 10-K filed with the SEC on March 22, 2007).
10.5	Amended and Restated Clearing Agreement dated October 31, 2003 among LCH.Clearnet Group S.A., LCH.Clearnet Group, Euronext Amsterdam, Euronext Brussels, Euronext Lisbon and Euronext Paris (incorporated by reference to Exhibit 10.47 to NYSE Euronext’s registration statement on Form S-4 (File No. 333-137506)).*
10.6	Amended and Restated Clearing Agreement between LIFFE Administration and Management and LCH.Clearnet Limited dated July 16, 1996 (incorporated by reference to Exhibit 10.48 to NYSE Euronext’s registration statement on Form S-4 (File No. 333-137506)).*
10.7	The Umbrella Services Agreement among Euronext N.V., Atos Origin SA, Atos Euronext SA and Atos Euronext Market Solutions Holdings S.A.S. dated July 22, 2005 (incorporated by reference to Exhibit 10.49 to NYSE Euronext’s registration statement on Form S-4 (File No. 333-137506)).*
10.8	Agreement governing the lease of Palais de la Bourse/Beurspaleis, Place de la Bourse/ Beursplein, 1000 Brussels, Belgium (unofficial English translation) (incorporated by reference to Exhibit 10.50 to NYSE Euronext’s registration statement on Form S-4 (File No. 333-137506)).*
10.9	Agreement governing the lease of Avenida da Liberdade, n.°196, 7°Piso, 1250-147, Lisbon, Portugal (incorporated by reference to Exhibit 10.51 to NYSE Euronext’s registration statement on Form S-4 (File No. 333-137506)).*
10.10	Agreement governing the lease of 39, rue Cambon, 75039 Paris Cedex 01, France (incorporated by reference to Exhibit 10.52 to NYSE Euronext’s registration statement on Form S-4 (File No. 333-137506)).*
10.11	Agreement governing the lease of Cannon Bridge House, 1 Cousin Lane, EC4R 3XX London, United Kingdom (incorporated by reference to Exhibit 10.53 to NYSE Euronext’s registration statement on Form S-4 (File No. 333-137506)).*
10.12	Issuing and Paying Agency Agreement, between NYSE Euronext, Inc. and JPMorgan Chase Bank, National Association, dated March 28, 2007 (incorporated by reference to Exhibit 10.1 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on April 2, 2007).

126

Exhibit No.	Description
10.13	Commercial Paper Dealer Agreement 4(2) Program, between NYSE Euronext, Inc., as Issuer, and Lehman Brothers, Inc., as Dealer, dated March 28, 2007 (incorporated by reference to Exhibit 10.2 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on April 2, 2007).
10.14	Commercial Paper Dealer Agreement 4(2) Program, between NYSE Euronext, Inc., as Issuer, Merrill Lynch Money Markets Inc., as Dealer, and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as Dealer, dated March 28, 2007 (incorporated by reference to Exhibit 10.3 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on April 2, 2007).
10.15	Note Agency Agreement Relating to a Euro-Commercial Paper Programme, between NYSE Euronext, Inc. and Citibank, N.A., as Issue and Paying Agent, dated March 30, 2007 (incorporated by reference to Exhibit 10.4 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on April 2, 2007).
10.16	Dealer Agreement Relating to a Euro-Commercial Paper Programme, between NYSE Euronext, Inc., as Issuer, Citibank International plc, as Arranger, and Citibank International plc, Credit Suisse Securities (Europe) Limited and Société Générale, as Dealers, dated March 30, 2007 (incorporated by reference to Exhibit 10.5 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on April 2, 2007).
10.17	364-Day Credit Agreement ($1,000,000,000), dated as of April 4, 2007, between NYSE Euronext, the Subsidiary Borrowers party hereto, the Lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other financial institutions party thereto as agents (incorporated by reference to Exhibit 10.5 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on April 9, 2007).
10.18	Credit Agreement ($2,000,000,000), dated as of April 4, 2007, between NYSE Euronext, the Subsidiary Borrowers party thereto, the Lenders party hereto, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other financial institutions party thereto as agents (incorporated by reference to Exhibit 10.5 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on April 9, 2007).
10.19	Trust Agreement, dated as of April 4, 2007, by and among NYSE Euronext, NYSE Group, Inc., Wilmington Trust Company, as Delaware Trustee, Jacques de Larosière de Champfeu, as Trustee, Charles K. Gifford, as Trustee and, John Shepard Reed, as Trustee (incorporated by reference to Exhibit 10.27 to Amendment No. 1 to NYSE Euronext’s Annual Report on Form 10-K filed with the SEC on May 1, 2007).
10.20	Governance and Option Agreement, dated as of April 4, 2007, by and among NYSE Euronext, Euronext N.V., NYSE Euronext (Holding) N.V. and Stichting NYSE Euronext (incorporated by reference to Exhibit 10.28 to Amendment No. 1 to NYSE Euronext’s Annual Report on Form 10-K filed with the SEC on May 1, 2007).
10.21	NYSE Group, Inc. 2006 Stock Incentive Plan (incorporated by reference to Exhibit 99.1 to NYSE Group, Inc.’s registration statement on Form S-8 (File No. 333-132284)) (incorporated by reference to Exhibit 10.28 to Amendment No. 1 to NYSE Euronext’s Annual Report on Form 10-K filed with the SEC on May 1, 2007).
10.22	Form of Restricted Stock Unit Agreement Pursuant to NYSE Group, Inc. 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to NYSE Group Inc.’s Current Report on Form 8-K filed with the SEC on June 7, 2006).
10.23	NYSE Group, Inc. 2006 Annual Performance Bonus Plan (incorporated by reference to Exhibit 10.22 to NYSE Group, Inc.’s registration statement on Form S-1 (File No. 333-132390)).
10.24	Euronext 2001 stock option plan (incorporated by reference to Exhibit 10.55 to NYSE Euronext’s registration statement on Form S-4 (File No. 333-137506)).

127

Exhibit No.	Description
10.25	Euronext 2004 stock option plan (incorporated by reference to Exhibit 10.57 to NYSE Euronext’s registration statement on Form S-4 (File No. 333-137506)).
10.26	Employment Agreement, dated as of July 8, 1999 between LIFFE Administration and Management and Mr. Hugh Ronald Freedberg (incorporated by reference to Exhibit 10.60 to NYSE Euronext’s registration statement on Form S-4 (File No. 333-137506)).
10.27	Employment Agreement, dated as of January 26, 2005 between Euronext Lisbon and Dr. Miguel Athayde Marques (incorporated by reference to Exhibit 10.63 to NYSE Euronext’s registration statement on Form S-4 (File No. 333-137506)).
10.28	Euronext N.V. All Employee Share Purchase and Match Plan 2006 (incorporated by reference to Exhibit 99.10 to NYSE Euronext’s registration statement on Form S-8 (File No. 333-141869)).
10.29	Euronext N.V. HM Revenue and Customs Approved Share Incentive Plan 2006 (incorporated by reference to Exhibit 99.11 to NYSE Euronext’s registration statement on Form S-8 (File No. 333-141869)).
10.30	Euronext N.V. Share Purchase and Match French Plan (incorporated by reference to Exhibit 99.12 to NYSE Euronext’s registration statement on Form S-8 (File No. 333-141869)).
10.31	Asset Purchase Agreement by and among NYSE Group, Inc., NYSE Regulation, Inc. and National Association of Securities Dealers, Inc. dated as of July 30, 2007 (incorporated by reference to Exhibit 10.1 to NYSE Euronext’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2007).
10.32	Separation Agreement, by and between NYSE Euronext and Gerald D. Putnam, dated September 17, 2007 (incorporated by reference to Exhibit 99.1 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on September 20, 2007).
10.33	Consulting Agreement, by and between NYSE Euronext and Gerald D. Putnam, dated September 17, 2007 (incorporated by reference to Exhibit 99.2 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on September 20, 2007).
10.34	Letter Agreement by and between Duncan L. Niederauer and NYSE Euronext, dated November 14, 2007 (incorporated by reference to Exhibit 99.1 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on November 16, 2007).
10.35	Employment Agreement by and between Bruno Colmant and Euronext Brussels N.V./S.A., dated September 7, 2007 (incorporated by reference to Exhibit 10.72 to NYSE Euronext’s registration statement on Form S-4 filed with the SEC on February 29, 2008 (File No. 333-149480)).
10.36	Employment Agreement by and between Philippe Duranton and NYSE Euronext, dated February 5, 2008 (incorporated by reference to Exhibit 10.73 to NYSE Euronext’s registration statement on Form S-4 filed with the SEC on February 29, 2008 (File No. 333-149480)).
10.37	Employment Agreement by and between John Halvey and NYSE Euronext, dated February 11, 2008 (incorporated by reference to Exhibit 10.74 to NYSE Euronext’s registration statement on Form S-4 filed with the SEC on February 29, 2008 (File No. 333-149480)).
10.38	Form of Restricted Stock Unit Agreement pursuant to the NYSE Euronext 2006 Stock Incentive Plan (Bonus) (incorporated by reference to Exhibit 10.3 to NYSE Euronext’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2008).
10.39	Form of Restricted Stock Unit Agreement pursuant to the NYSE Euronext 2006 Stock Incentive Plan (LTIP) (incorporated by reference to Exhibit 10.4 to NYSE Euronext’s Quarterly Report on Form 10-Q filed with the SEC on May 14, 2008).

128

Exhibit No.	Description
10.40	364-Day Credit Agreement ($1,000,000,000), dated as of April 2, 2008, between NYSE Euronext, the Subsidiary Borrowers party thereto, the Lenders party thereto, JPMorgan Chase Bank, N.A. as Administrative Agent, and the other financial institutions party thereto as agents (incorporated by reference to Exhibit 10.1 to NYSE Euronext’s Current Report on Form 8-K filed with the SEC on April 7, 2008).
10.41	NYSE Euronext Omnibus Incentive Plan (as amended and restated effective as of May 15, 2008) (incorporated by reference to Exhibit 10.1 to the NYSE Euronext’s Current Report on Form 8-K filed with the SEC on May 20, 2008).
10.42	Form of Restricted Stock Unit Agreement pursuant to the NYSE Euronext Omnibus Incentive Plan (US Management Committee members-bonus) (incorporated by reference to Exhibit 10.2 to NYSE Euronext’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2008).
10.43	Form of Restricted Stock Unit Agreement pursuant to the NYSE Euronext Omnibus Incentive Plan (US Management Committee members-LTIP) (incorporated by reference to Exhibit 10.3 to NYSE Euronext’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2008).
10.44	Form of U.S. Management Committee Member Employment Agreement (incorporated by reference to Exhibit 10.4 to NYSE Euronext’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2008).
10.45	Shareholders’ Agreement relating to Qatar Securities Market dated June 24, 2008 between NYSE Euronext and Qatar Investment Authority (incorporated by reference to Exhibit 10.5 to NYSE Euronext’s Quarterly Report on Form 10-Q filed with the SEC on August 13, 2008).
10.46	Form of Phantom Stock Unit Agreement pursuant to the NYSE Euronext 2006 Stock Incentive Plan (incorporated by reference to Exhibit 10.1 to NYSE Euronext’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2008).
10.47	Master Agreement Between ATOS Origin S.A. and NYSE Euronext dated July 11, 2008 (incorporated by reference to Exhibit 10.2 to NYSE Euronext’s Quarterly Report on Form 10-Q filed with the SEC on November 13, 2008).*
10.48	Employment Agreement Managing Director by and between Joost J.M. Van der Does de Willebois and Euronext Amsterdam N.V., dated as of October 27, 2008 (incorporated by reference to Exhibit 10.1 to NYSE Euronext’s Current Report on Form 8-K filed on October 31, 2008).
10.49	Letter Agreement dated December 9, 2008, between Euronext Lisbon, an indirect wholly owned subsidiary of NYSE Euronext, and Miguel Athayde Marques (incorporated by reference to Exhibit 10.1 to NYSE Euronext’s current report on Form 8-K filed with the SEC on December 15, 2008).
10.50	NYSE Group, Inc. Supplemental Executive Retirement Plan, as amended and restated effective December 31, 2008.
10.51	New York Stock Exchange, Inc. Capital Accumulation Plan, as amended and restated as of January 1, 2005 (reflecting amendments adopted through December 31, 2008).
10.52	New York Stock Exchange, Inc. ICP Award Deferral Plan, as amended and restated as of January 1, 2005 (reflecting amendments adopted through December 31, 2008).
10.53	New York Stock Exchange and Subsidiary Companies Supplemental Executive Savings Plan, as amended and restated effective as of January 1, 2008.
10.54	Amendment Number One to New York Stock Exchange and Subsidiary Companies Supplemental Executive Savings Plan, as amended and restated effective as of January 1, 2008.
10.55	Securities Industry Automation Corporation Supplemental Incentive Plan, as amended and restated effective January 1, 2008.

129

Exhibit No.	Description
10.56	Clearing Relationship Agreement dated October 30, 2008, between LIFFE Administration and Management and LCH.Clearnet Limited.*
10.57	Termination Agreement dated October 30, 2008, between LIFFE Administration and Management and LCH.Clearnet Limited.*
10.58	Separation Agreement dated February 25, 2009, between LIFFE Administration and Management and Mr. Hugh Freedberg.
12	Computation of Ratio of Earnings to Fixed Charges.
21	Subsidiaries and Affiliates.
23	Consent of PricewaterhouseCoopers LLC.
24	Power of Attorney (incorporated by reference to the signature page of this Annual Report on Form 10-K).
31.1	Rule 13a-14(a) Certification (CEO).
31.2	Rule 13a-14(a) Certification (CFO).
32	Section 1350 Certifications.

* Portions of this exhibit have been omitted pursuant to a request for confidential treatment.

130

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

NYSE Euronext
By:	/s/ Duncan L. Niederauer
Name:	Duncan L. Niederauer
Title:	Chief Executive Officer

Date: February 27, 2009

131

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Duncan L. Niederauer, Michael S. Geltzeiler and John K. Halvey, and each of them severally, his or her true and lawful attorney-in-fact with power of substitution and resubstitution to sign in his or her name, place and stead, in any and all capacities, to do any and all things and execute any and all instruments that such attorney may deem necessary or advisable under the Securities Exchange Act of 1934 and any rules, regulations and requirements of the U.S. Securities and Exchange Commission in connection with this Annual Report on Form 10-K and any and all amendments hereto, as fully for all intents and purposes as he or she might or could do in person, and hereby ratifies and confirms all said attorneys-in-fact and agents, each acting alone, and his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in their capacities and on the date indicated.

Name	Title	Date
/S/    DUNCAN L. NIEDERAUER         Duncan L. Niederauer	Chief Executive Officer and Director (Principal Executive Officer)	February 27, 2009
/S/    MICHAEL S. GELTZEILER         Michael S. Geltzeiler	Group Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 27, 2009
/S/    STÉPHANE BIEHLER         Stéphane Biehler	Senior Vice President, Chief Accounting Officer and Corporate Controller (Principal Accounting Officer)	February 27, 2009
/S/    JAN-MICHIEL HESSELS         Jan-Michiel Hessels	Director (Chairman)	February 27, 2009
/S/    MARSHALL N. CARTER         Marshall N. Carter	Director (Deputy Chairman)	February 27, 2009
/S/    JEAN-FRANÇOIS THÉODORE         Jean-François Théodore	Director	February 27, 2009
/S/    ELLYN L. BROWN         Ellyn L. Brown	Director	February 27, 2009
/S/    SIR GEORGE COX         Sir George Cox	Director	February 27, 2009
/S/    WILLIAM E. FORD         William E. Ford	Director	February 27, 2009
/S/    SYLVAIN HEFES         Sylvain Hefes	Director	February 27, 2009
/S/    DOMINIQUE HOENN         Dominique Hoenn	Director	February 27, 2009

132

Name	Title	Date
/S/    SHIRLEY ANN JACKSON         Shirley Ann Jackson	Director	February 27, 2009
/S/    JAMES S. MCDONALD         James S. McDonald	Director	February 27, 2009
/S/    DUNCAN M. MCFARLAND         Duncan M. McFarland	Director	February 27, 2009
/S/    JAMES J. MCNULTY         James J. McNulty	Director	February 27, 2009
/S/    BARON JEAN PETERBROECK         Baron Jean Peterbroeck	Director	February 27, 2009
/S/    ALICE M. RIVLIN         Alice M. Rivlin	Director	February 27, 2009
/S/    RICARDO SALGADO         Ricardo Salgado	Director	February 27, 2009
/S/    RIJNHARD VAN TETS         Rijnhard van Tets	Director	February 27, 2009
/S/    SIR BRIAN WILLIAMSON         Sir Brian Williamson	Director	February 27, 2009

133

EX-10.50

Exhibit 10.50

NYSE GROUP, INC

SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

As Amended and Restated Effective

December 31, 2008

TABLE OF CONTENTS

			Page
INTRODUCTION			1
PART A PROVISIONS APPLICABLE TO NYSE PARTICIPANTS AND GENERAL PROVISIONS			A-1
ARTICLE	1	DEFINITIONS	A-1
	1.1	“Actuarial Equivalent”	A-1
	1.2	“Administrator”	A-1
	1.3	“Age Fifty-Five”	A-1
	1.4	“AMEX”	A-1
	1.5	“AMEX Plan”	A-1
	1.6	“Base Benefit”	A-1
	1.7	“Base Salary”	A-2
	1.8	“Beneficiary”	A-2
	1.9	“Board”	A-2
	1.10	“Bonus”	A-2
	1.11	“Chief Officer”	A-2
	1.12	“Code”	A-3
	1.13	“Committee”	A-3
	1.14	“Compensation”	A-3
	1.15	“Disability”	A-4
	1.16	“Early Retirement Base”	A-4
	1.17	“Early Retirement Offset”	A-4
	1.18	“Eligible Employee”	A-4
	1.19	“Eligible Salary Level”	A-5
	1.20	“Employee”	A-5
	1.21	“Employer”	A-5
	1.22	“ERISA”	A-5
	1.23	“Final Average Compensation”	A-5
	1.24	“Grandfathered NYSE Participant”	A-5
	1.25	“Historic NYSE Participant”	A-6
	1.26	“Incentive Compensation Plan”	A-6

	1.27	“Minimum Benefit”	A-6
	1.28	“NYSE”	A-6
	1.29	“NYSE Controlled Group”	A-6
	1.30	“NYSE Participant”	A-6
	1.31	“Offset Amount”	A-6
	1.32	“Optional Distribution Form”	A-7
	1.33	“Optional Distribution Time”	A-8
	1.34	“Participant”	A-8
	1.35	“Plan”	A-8
	1.36	“Plan Year”	A-8
	1.37	“Qualifying Entity”	A-8
	1.38	“Qualifying Entity Plan”	A-8
	1.39	“Restatement Date”	A-8
	1.40	“Retirement Date”	A-8
	1.41	“Retirement Plan”	A-9
	1.42	“Senior Officer”	A-9
	1.43	“Social Security Benefit”	A-9
	1.44	“Specified Employee”	A-9
	1.45	“Spouse”	A-10
	1.46	“Standard Form”	A-10
	1.47	“Subsidiary”	A-10
	1.48	“Supplemental Benefit”	A-10
	1.49	“Termination of Employment”	A-10
	1.50	“2008 VRIP”	A-10
	1.51	Construction	A-10
ARTICLE	2	SERVICE	A-10
	2.1	Definition of Service	A-10
	2.2	Limited Period Break in Service.	A-11
	2.3	Service Not Credited During Certain Periods.	A-12
	2.4	Service Outside of the United States.	A-12
	2.5	Service prior to June 1, 1999.	A-12
	2.6	Service after March 31, 2006.	A-12
ARTICLE	3	ELIGIBILITY FOR PARTICIPATION	A-12

ARTICLE	4	VESTING	A-12
	4.1	Vesting Requirements.	A-12
	4.2	Discretionary Vesting.	A-13
	4.3	Other Forfeiture.	A-13
ARTICLE	5	SUPPLEMENTAL BENEFITS	A-13
	5.1	General.	A-13
	5.2	Freeze of Benefit Accruals for All NYSE Participants.	A-13
	5.3	Supplemental Benefit at or after Normal Retirement Date.	A-14
	5.4	Supplemental Benefit at Early Retirement Date.	A-14
	5.5	2008 VRIP.	A-14
ARTICLE	6	PAYMENT	A-14
	6.1	Basic Form of Benefit.	A-14
ARTICLE	7	DEATH OF NYSE PARTICIPANT	A-15
	7.1	Death Prior to Termination of Employment.	A-15
	7.2	Death After Termination of Employment.	A-17
	7.3	Payment of Supplemental Benefits Following NYSE Participant’s Death.	A-17
	7.4	Form of Death Benefit.	A-17
	7.5	Beneficiary’s Death.	A-17
	7.6	Death After Retirement Date.	A-18
ARTICLE	8	LIFE INSURANCE	A-18
ARTICLE	9	DETERMINATION OF SOCIAL SECURITY BENEFIT	A-18
ARTICLE	10	NATURE OF OBLIGATIONS OF NYSE	A-19
	10.1	No Funding of Plan.	A-19
	10.2	Cost of Plan.	A-19
	10.3	Participants are Unsecured Creditors.	A-19
ARTICLE	11	NON-ASSIGNMENT OF INTEREST	A-19
ARTICLE	12	NOT AN EMPLOYMENT CONTRACT	A-19
ARTICLE	13	WITHHOLDING	A-20
	13.1	Withholding.	A-20
ARTICLE	14	ADMINISTRATION OF THE PLAN	A-20
	14.1	Authority of Administrator.	A-20
	14.2	Plan Expenses.	A-21

	14.3	Actions in Writing.	A-21
	14.4	Calculation of Benefits.	A-21
ARTICLE	15	CLAIMS PROCEDURES	A-21
	15.1	Claims Procedures.	A-21
ARTICLE	16	AMENDMENT AND TERMINATION	A-22
ARTICLE	17	JURISDICTION	A-22
ARTICLE	18	PAYMENT NOT SALARY	A-23
ARTICLE	19	SEVERABILITY	A-23
ARTICLE	20	NON-EXCLUSIVITY	A-23
ARTICLE	21	NON-EMPLOYMENT	A-23
ARTICLE	22	GENDER AND NUMBER	A-23
ARTICLE	23	HEADINGS AND CAPTIONS	A-23
ARTICLE	24	ENTIRE AGREEMENT	A-24
ARTICLE	25	SALE OF ASSETS OF NYSE REGULATION, INC. – SPECIAL DISTRIBUTION ELECTIONS AND VESTING.	A-24
	25.1	Special Elections Permitted.	A-24
	25.2	Requirements for Effective Election.	A-24
	25.3	Changes to Elections.	A-24
	25.4	Vesting.	A-24
	25.5	Defined Terms.	A-24
ARTICLE	26	COMPLIANCE	A-25
ARTICLE	27	EFFECT OF DOMESTIC RELATIONS ORDERS	A-25
EXHIBIT A TO PART A OF THE PLAN			A-26
APPENDIX A TO PART A OF THE PLAN HISTORIC BENEFIT			A-27
PART B PROVISIONS APPLICABLE TO SIAC PARTICIPANTS			B-1
ARTICLE	1	DEFINITIONS	B-1
	1.1	“Affiliate Plan”	B-1
	1.2	“Affiliated Organizations”	B-1
	1.3	“Basic Plan”	B-1
	1.4	“Beneficiary”	B-1
	1.5	“Compensation”	B-2
	1.6	“Deemed Date of Hire”	B-2

	1.7	“Determination Period”	B-2
	1.8	“Employer”	B-2
	1.9	“Final Average Annual Compensation”	B-2
	1.10	“Grandfathered SIAC Participant”	B-2
	1.11	“Historic Benefit”	B-2
	1.12	“Historic SIAC Participant”	B-2
	1.13	“Incentive Award”	B-3
	1.14	“Non-Vested Death Benefit”	B-3
	1.15	“NYSE”	B-3
	1.16	“NYSE Controlled Group”	B-3
	1.17	“Officer”	B-3
	1.18	“Prior SIAC SERP”	B-3
	1.19	“SIAC”	B-3
	1.20	“SIAC Participant”	B-3
	1.21	“SIAC SERP”	B-3
	1.22	“Total Disability or Totally Disabled”	B-3
	1.23	“Vested Death Benefit”	B-3
	1.24	“Year of SERP Participation”	B-3
	1.25	“Year of Service”	B-3
ARTICLE	2	ELIGIBILITY	B-4
ARTICLE	3	RETIREMENT INCOME	B-4
	3.1	Normal or Deferred Retirement Benefit.	B-4
	3.2	Payment of Benefits.	B-5
ARTICLE	4	EARLY RETIREMENT INCOME	B-5
	4.1	Entitlement to Early Retirement Benefit.	B-5
	4.2	Amount of Early Retirement Benefit.	B-5
ARTICLE	5	ACCRUAL OF BENEFITS DURING DISABILITY	B-7
	5.1	Service.	B-7
	5.2	Compensation.	B-7
ARTICLE	6	DEATH BENEFITS	B-7
	6.1	Non-Vested Death Benefit.	B-7
	6.2	Vested Death Benefit.	B-8
	6.3	Death After Termination But Prior to Commencement of Benefits.	B-9

	6.4	Death After Commencement of Benefits.	B-9
	6.5	Change in Beneficiary Designation.	B-9
	6.6	Absence of a Designated Beneficiary.	B-9
ARTICLE	7	VESTING OF BENEFITS	B-9
	7.1	Conditions for Vesting.	B-9
	7.2	Payment of Vested Benefit.	B-9
	7.3	Non-vested Termination of Employment.	B-10
	7.4	Determination of Vested Benefit.	B-10
	7.5	Reemployment.	B-10
ARTICLE	8	BENEFIT COMMENCEMENT AND FORM OF PAYMENT	B-10
	8.1	Commencement Date.	B-10
	8.2	Form of Payment.	B-11
	8.3	Election by Grandfathered SIAC Participants.	B-11
APPENDIX TO PART B HISTORIC BENEFIT			B-12
PART C PROVISIONS APPLICABLE TO AMEX PARTICIPANTS			C-1
ARTICLE	1	DEFINITIONS	C-1
	1.1	“Accrued Benefit.”	C-1
	1.2	“Actuarial Equivalent.”	C-1
	1.3	“Amex Participant.”	C-1
	1.4	“Amex Prior Plans.”	C-1
	1.5	“Amex SERP.”	C-1
	1.6	“Cause.”	C-1
	1.7	“Change in Control of the Company.”	C-2
	1.8	“Company.”	C-2
	1.9	“Credited Service.”	C-2
	1.10	“Final Average Compensation.”	C-2
	1.11	“Offset Amount.”	C-2
	1.12	“Retirement Plan.”	C-3
	1.13	“Service.”	C-3
	1.14	“Social Security Benefit.”	C-3
ARTICLE	2	ELIGIBILITY	C-3
ARTICLE	3	AMOUNT OF ACCRUED BENEFIT	C-3

	3.1	Calculation of Accrued Benefit.	C-3
	3.2	No Interest Created.	C-4
	3.3	Prior Plans.	C-4
	3.4	Form of Payment.	C-5
	3.5	Commencement of Benefits.	C-5
	3.6	Vesting.	C-5
ARTICLE	4	PRE-RETIREMENT DEATH BENEFIT	C-5
ARTICLE	5	COVENANTS OF AMEX PARTICIPANT	C-6
ARTICLE	6	LOSS OF BENEFITS	C-6

INTRODUCTION

This document sets forth the NYSE Group, Inc. Supplemental Executive Retirement Plan (the “Plan”), as amended and restated effective as of December 31, 2008 (the “Restatement Date”), and includes amendments to the Plan adopted through December 10, 2008. Certain provisions of the Plan are effective earlier or later than the Restatement Date, as provided in the Plan.

Purpose of the Plan. The Plan is intended to provide supplemental retirement benefits to a select group of management and highly compensated employees of the NYSE Group, Inc. The benefits are intended to supplement the benefits payable under the Retirement Plan, as defined herein.

History of the Plan. The Plan was initially named the New York Stock Exchange, Inc. Supplemental Executive Retirement Plan. The Plan was effective as of January 1, 1984. The Securities Industry Automation Corporation Supplemental Executive Retirement Plan (the “SIAC SERP”), which was originally adopted as of December 19, 1985, was merged into the Plan effective as of the Restatement Date. The American Stock Exchange LLC Supplemental Executive Retirement Plan (“Amex SERP”), which was originally effective as of January 1, 2005, was merged into the Plan, along with, for administrative purposes, certain prior plans (the “Amex Prior Plans”) described therein, effective as of January 1, 2009. Each of the SIAC SERP and the Amex SERP was previously amended to comply with Section 409A of the Code. The Plan is renamed and amended to make NYSE Group, Inc. the Plan sponsor, effective as of December 10, 2008.

Parts A, B and C of the Plan. This Plan consists of three parts. Part A applies with respect to eligible employees who accrued benefits under the Plan prior to March 31, 2006. Part B applies with respect to eligible employees who accrued benefits under the SIAC SERP prior to March 31, 2006. Part C applies with respect to eligible employees who accrued benefits under the Amex SERP prior to December 31, 2008.

In addition, the administrative sections of Part A, namely Articles 8 through 27, and certain defined terms in Article 1 of Part A, apply to entire Plan, including Parts B and C.

Amex Prior Plans. The Plan documents of the AMEX Prior Plans reflect the benefits payable under those plans, and such Amex Prior Plans are attached to the end of this Plan document. However, the AMEX Prior Plans are expressly made subject to the administrative provisions of Section 14.1 and Article 15 of the Plan.

Participants to whom the Restated Plan is Applicable. The benefits of any Participant in the Plan prior to January 1, 2007 who incurred a Termination of Employment, as defined herein, prior to January 1, 2007 shall be governed under the terms of the Plan in existence at the time of the Participant’s Termination of Employment, except as otherwise specifically provided in the Plan. The benefits of any Participant in the SIAC SERP who incurred a Termination of Employment prior the Restatement Date, shall be governed under the terms of the SIAC SERP in existence at the time of the Participant’s Termination of Employment, except as otherwise specifically provided in the Plan. The benefits of any Participant in the Amex SERP who

incurred a Termination of Employment prior to January 1, 2009 shall be governed under the terms of the Amex SERP in existence at the time of the Participant’s Termination of Employment, except as otherwise specifically provided in the Plan.

Notwithstanding the foregoing, the form and timing of distribution of any benefits under the Plan for the following participants shall be determined under the provisions of the Plan: (i) benefits which commence on or after January 1, 2007 with respect to any person who was a participant in the Plan on or prior to March 31, 2006, (ii) benefits which commence on or after the Restatement Date with respect to any person who was a participant in the SIAC SERP prior to the Restatement Date and (iii) benefits which commence on or after the January 1, 2009 with respect to any person who was a participant in the Amex SERP prior to January 1, 2009.

Conformance with Code Section 409A. The Plan is intended to conform to the requirements of Section 409A of the Code, as defined herein, and any regulations promulgated thereunder to the extent applicable and shall be construed in a manner consistent with the requirements of such section of the Code, except with respect to the Amex Prior Plans. The amendments contained in the Plan to comply with Section 409A are effective January 1, 2007 with respect to Part A of the Plan and are effective January 1, 2008 with respect to the SIAC SERP and the AMEX SERP and Parts B and C of the Plan, except as provided herein. The AMEX Prior Plans are grandfathered from Section 409A.

Effect of Letter Agreements. Notwithstanding the provisions of the Plan, Part B of the Plan shall be superceded by the terms of a letter agreement entered into with a SIAC Participant to the extent of any conflict between Part B of the Plan and such letter agreement.

PART A

PROVISIONS APPLICABLE TO NYSE PARTICIPANTS AND

GENERAL PROVISIONS

The following provisions of Part A of the Plan apply to NYSE Participants, as defined in Part A, and certain provisions where indicated apply to all Participants. All section references in Part A of the Plan are to the relevant sections of Part A unless otherwise indicated.

ARTICLE 1

DEFINITIONS

For purposes of this Plan, the following definitions apply:

1.1 “Actuarial Equivalent” means an amount equal in value on an actuarial basis, as determined by an actuary selected by the Committee, determined using the mortality table prescribed by the Secretary of the Treasury pursuant to Section 417(e)(3) of the Code at the beginning of the Plan Year in which the NYSE Participant’s Retirement Date occurs and the applicable interest rate used by the NYSE to calculate pension expense with respect to the Plan in accordance with Statement of Financial Accounting Standards No. 87 at the beginning of the Plan Year in which the NYSE Participant’s Retirement Date occurs. For NYSE Participants and SIAC Participants (as defined in Part B of the Plan) who have a Termination of Employment on or after September 1, 2008, “Termination of Employment” shall be substituted for “Retirement Date” in the immediately preceding sentence.

1.2 “Administrator” means the person or persons so designated and acting under Article 14 of the Plan.

1.3 “Age Fifty-Five” means the first day of the calendar month nearest a NYSE Participant’s fifty-fifth (55th) birthday, provided that if such birthday shall occur on a day equidistant from the first day of two months, then Age Fifty-Five shall be deemed to be the first day of the month during which such birthday occurs.

1.4 “AMEX” means American Stock Exchange, Inc. or its successor entities.

1.5 “AMEX Plan” means any defined benefit pension plan which is qualified under Code Section 401(a), or any other defined benefit pension plan, funded or unfunded, which is or has been maintained by American Stock Exchange, Inc. or its successors, excluding any individual deferred compensation arrangements and funded or unfunded defined contribution plans.

1.6 “Base Benefit” means an amount equal to the NYSE Participant’s Final Average Compensation multiplied by a percentage that is equal to the sum of:

(a) two and one-half percent (2  ¹/2%) for each of the first ten (10) years of the NYSE Participant’s Service, plus

(b) two percent (2%) for each of the next ten (10) years of the NYSE Participant’s Service, plus

(c) one and one-half percent (1  ¹/2%) for each of the next ten (10) years of the NYSE Participant’s Service, plus

(d) one percent (1%) for each year of Service thereafter.

1.7 “Base Salary” means the annual base salary of a NYSE Participant earned from the NYSE including, without limitation, (i) any amounts reduced pursuant to the NYSE Participant’s salary reduction agreement under Sections 125 or 401(k) of the Code (if any), (ii) any amounts that the NYSE Participant elects to defer under any nonqualified deferred compensation plan or arrangement maintained by the NYSE, and (iii) any portion of the NYSE Participant’s base salary that the NYSE Participant elects to reduce pursuant to any other salary reduction arrangement by the NYSE, including, without limitation, an arrangement under Section 132(f) of the Code. Salary shall not include any other compensation, including, without limitation, commissions, Bonus, overtime pay, severance pay, any payment under the Incentive Compensation Plan or any other incentive plan, benefits paid under any qualified plan, any group medical, dental or other welfare benefit plan, noncash compensation, fringe benefits (cash and non-cash), reimbursements or other expense allowances, moving expenses or any other additional compensation, including without limitation, lump sum payments in lieu of accrued but unused vacation.

1.8 “Beneficiary” means the individual designated by the Participant, in a manner acceptable to the Committee, to receive benefits payable under this Plan in the event of the Participant’s death. If no Beneficiary is designated, the Participant’s Beneficiary shall be his Spouse, or if the Participant is not married, the Participant’s estate. A Participant’s Beneficiary election (or any election to revoke or change a prior election) must be made and filed with the Committee, in writing, on such form(s) prescribed by the Committee.

1.9 “Board” means the Board of Directors of the NYSE.

1.10 “Bonus” means payments made (or would have been paid if not for an election made pursuant to an employee benefit plan maintained by the NYSE to defer all or a portion of such amount) under an annual bonus plan or arrangement maintained by the NYSE. Payments made (or which would have been paid if not for an election made pursuant to an employee benefit plan maintained by the NYSE to defer all or a portion of such amount) under an annual bonus plan maintained by the NYSE shall be deemed attributable to the year, and the respective months in such year with respect to which such payments were earned, regardless of the times of making such payments. No payment in the nature of a bonus or award or premium for overtime or additional work or otherwise paid to a NYSE Participant under any bonus or other plan or program existing prior to the inception of, or in any way apart from an annual bonus plan maintained by the NYSE shall in any way be deemed to be a payment either under an annual bonus plan maintained by the NYSE or included in any computation or determination of Final Average Compensation or of meeting the Eligible Salary Level.

1.11 “Chief Officer” means the Chairman of the NYSE and:

(a) the Chief Regulatory Officer with respect to the Employees who, directly or indirectly, report to him,

(b) the Chief Executive Officer with respect to the Employees who, directly or indirectly, report to him, and

(c) the Chief Executive Officer and Chief Regulatory Officer with respect to those Employees who, directly or indirectly, report to both the Chief Executive Officer and Chief Regulatory Officer.

1.12 “Code” means the Internal Revenue Code of 1986, as amended. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

1.13 “Committee” means the Committee of at least two (2) individuals appointed by the Board for purposes of administering the Plan, or any successor committee. If a Participant serves on the Committee, such Participant shall not be authorized to make any determinations or decisions with respect to his participation hereunder or with respect to payment of a Supplemental Benefit to such Participant hereunder.

1.14 “Compensation” means for any year:

(a) with respect to a NYSE Participant who at the earlier of March 31, 2006 or his Termination of Employment had never been a Senior Officer, the Participant’s Base Salary in such Plan Year; and

(b) with respect to a NYSE Participant who is not a Senior Officer on the earlier of March 31, 2006 or his Termination of Employment, but had previously been a Senior Officer, Base Salary plus two-thirds ( ²/3) of the NYSE Participant’s Bonus for such Plan Year or the respective months, in any period on or after January 1, 1986; provided, that, with respect to a Participant who was a Senior Officer but was demoted, subsequent Bonuses earned after such demotion shall not count as Bonuses for purposes of the Plan; and provided, further, that in no event shall the amount in this subsection (b) exceed the NYSE Participant’s Base Salary in such Plan Year; and

(c) with respect to a NYSE Participant who was a Senior Officer on the earlier of March 31, 2006 or his Termination of Employment, the sum of:

(i) the NYSE Participant’s Base Salary in such Plan Year; and

(ii) two-thirds ( ²/3) of the NYSE Participant’s Bonus for such Plan Year or the respective months, in any period on or after January 1, 1986; provided that in no event shall the amount in this subsection (c)(ii) exceed the NYSE Participant’s Base Salary in such Plan Year.

Notwithstanding anything herein to the contrary, in no event shall Base Salary or Bonus paid after March 31, 2006 be taken into account for purposes of the Plan.

1.15 “Disability” means an incapacity for which the Participant is (1) receiving, for at least three months, disability benefits under the NYSE’s Long Term Disability Plan by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (2) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and would be eligible to receive benefits under NYSE’s Long Term Disability Plan if he participated in such plan or (3) for which the Participant is receiving Social Security disability benefits.

1.16 “Early Retirement Base” means an amount equal to one-twelfth ( ¹/12) of the NYSE Participant’s Base Benefit reduced by a percentage equal to the product of four percent (4%) multiplied by the number of years and fractional portion of a year elapsing between the date of the NYSE Participant’s Early Retirement Date and the date of the NYSE Participant’s sixtieth (60) birthday. There shall be no reduction if a NYSE Participant’s Retirement Date occurs on or after his sixtieth (60th) birthday.

1.17 “Early Retirement Offset” means an amount equal to the sum of:

(a) the sum of the amounts of the NYSE Participant’s monthly retirement benefit with respect to Service available upon the NYSE Participant’s Early Retirement Date in the form of a single life annuity under the Retirement Plan (but not including the NYSE Participant’s Supplemental Retirement Income, as defined under the Retirement Plan, and before adjustment for any pre-retirement joint and survivor coverage, under the Retirement Plan), a Qualifying Entity Plan (with regard to Service prior to March 31, 2006 with the Qualifying Entity recognized under the Qualifying Entity Plan which is also recognized hereunder), or an AMEX Plan (with regard to Service with American Stock Exchange, Inc. prior to March 31, 2006 recognized under an AMEX Plan to the extent also recognized hereunder); plus

(b) With respect to a NYSE Participant whose Retirement Date is on or after his attainment of age sixty-two (62), the NYSE Participant’s Social Security Benefit amount and with respect to a NYSE Participant whose Retirement Date occurs prior to his attainment of age sixty-two (62), the NYSE Participant’s Social Security Benefit amount, but only with respect to the period after the NYSE Participant attains age sixty-two (62).

The benefit in subparagraph (a) is calculated assuming the NYSE Participant’s benefit under the Retirement Plan commences at the later of Age Fifty-Five or the NYSE Participant’s Termination of Employment and is not dependent on when the NYSE Participant elects to receive benefits under the Retirement Plan.

1.18 “Eligible Employee” means any Employee other than an Employee whose (i) primary place of employment with the NYSE is outside of the United States and (ii) primary residence was outside of the United States upon the commencement of his employment with the Employer, unless such Employee is designated in writing as a NYSE Participant in this Plan by the Chairman of the NYSE. Notwithstanding any other provision of the Plan to the contrary, no

person who has waived participation in the Plan under any individual compensation, retirement or other agreement shall be an Eligible Employee under the Plan. An individual classified by the NYSE at the time services are provided as either an independent contractor or an individual who is not classified as an Employee due to the NYSE treating any services provided by him as being provided by another entity which is providing such individual’s services to the NYSE shall not be eligible to participate in this Plan during the period the individual is so initially classified even if such individual is later retroactively reclassified as an employee during all or any part of such period pursuant to applicable law or otherwise.

1.19 “Eligible Salary Level” means an amount, increased each Plan Year by the average salary increase percentage, if any, used in a budget, approved by the Board, for executive, managerial and professional employees of the NYSE. The Eligible Salary Levels for the 2004, 2005 and 2006 Plan Years are: One Hundred Seventy One Thousand Three Hundred Fifty-One Dollars ($171,351) for 2004, One Hundred Seventy Eight Thousand Two Hundred and Five ($178,205) for 2005 and One Hundred Eighty Four Thousand Four Hundred Forty-Two ($184,442) for 2006. A NYSE Participant shall be deemed to have attained the Eligible Salary Level in any month in which his monthly Base Salary rate equals or exceeds one-twelfth ( ¹/12) of the Eligible Salary Level for the applicable Plan Year.

1.20 “Employee” means any person employed by the Employer.

1.21 “Employer” means the NYSE and any adopting Subsidiary.

1.22 “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

1.23 “Final Average Compensation” means the annual average amount of a NYSE Participant’s Compensation as an Employee during the highest consecutive sixty (60) (ignoring, for this purpose, any breaks in continuous paid employment with the NYSE) calendar months of employment with the NYSE prior to his Termination of Employment which yields the highest average. Such average is the result obtained by dividing the total Compensation of a NYSE Participant during the considered sixty (60) month period by five (5). Compensation received from a Qualifying Entity shall not be considered and any period of employment with a Qualifying Entity shall be ignored when calculating Final Average Compensation. Notwithstanding the foregoing, for purposes of determining a NYSE Participant’s Final Average Compensation, in the case of a NYSE Participant who was not an Employee for at least sixty (60) calendar months, Final Average Compensation shall mean the annual average of the NYSE Participant’s Compensation as an Employee during the consecutive (ignoring, for this purpose, any breaks in continuous paid employment with the NYSE) calendar months of employment with the NYSE determined by dividing the total Compensation of a NYSE Participant during such period of employment with the NYSE by the number of years, including fractional parts thereof (but only full months shall be considered), for which such Compensation was paid. Final Average Compensation cannot increase after March 31, 2006.

1.24 “Grandfathered NYSE Participant” means a NYSE Participant who:

(a) had attained Age Fifty-Five by January 1, 2005;

(b) was a participant in the Plan on January 1, 2005; and

(c) was an Employee on or after January 1, 2005.

1.25 “Historic NYSE Participant” means a Historic NYSE Participant as defined in Appendix A to this Part A of the Plan, including, effective June 1, 2008, a NYSE Participant who qualifies as a Historic NYSE Participant by reason of his participation in the 2008 VRIP.

1.26 “Incentive Compensation Plan” means the incentive plan adopted by the NYSE effective as of January 1, 1984, as amended.

1.27 “Minimum Benefit” means a minimum Supplemental Benefit equal to:

(a) the hypothetical vested monthly accrued benefit (based on the provisions of the Retirement Plan) that would be paid in a single life annuity to the NYSE Participant (or in the case of the NYSE Participant’s death before benefits commence, the NYSE Participant’s surviving Spouse) under the Retirement Plan on the NYSE Participant’s actual Retirement Date (or death, if applicable) had he elected a distribution of his benefits under the Retirement Plan on such Retirement Date (or death, if applicable) and if the limitations of Code Sections 401(a)(17) and 415 (as applied under the Retirement Plan) did not apply, less

(b) the monthly benefit the NYSE Participant (or the NYSE Participant’s surviving Spouse, if applicable) would receive under the Retirement Plan in the form of a single life annuity if commenced on the NYSE Participant’s actual Retirement Date (or death, if applicable).

The benefit in subparagraph (b) is calculated assuming the NYSE Participant’s benefit under the Retirement Plan commences at the later of Age Fifty-Five or the NYSE Participant’s Termination of Employment and is not dependent on when the NYSE Participant elects to receive benefits under the Retirement Plan.

1.28 “NYSE” means the New York Stock Exchange, Inc. and any successor by merger, consolidation, purchase or otherwise. Effective March 6, 2006, NYSE means the New York Stock Exchange LLC and any successor by merger, consolidation, purchase or otherwise. With respect to periods on and after the Restatement Date, NYSE means NYSE Group, Inc.

1.29 “NYSE Controlled Group” shall mean NYSE and any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes NYSE and any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with NYSE.

1.30 “NYSE Participant” means an Employee covered under Part A of the Plan in accordance with Article III.

1.31 “Offset Amount” means the sum of:

(a) the sum of the amounts of the NYSE Participant’s monthly retirement benefit with respect to Service, commencing on his Retirement Date, in the form of a single life annuity under the Retirement Plan before adjustment for any pre-retirement joint and survivor coverage, under the Retirement Plan, (but not including the NYSE Participant’s Supplemental Retirement Income, as defined under the Retirement Plan), a Qualifying Entity Plan (with regard to Service prior to March 31, 2006 with the Qualifying Entity recognized under the Qualifying Entity Plan which is also recognized hereunder), or an AMEX Plan (with regard to Service with Amex prior to March 31, 2006) recognized under an AMEX Plan which is also recognized hereunder); plus

(b) the amount of the NYSE Participant’s Social Security Benefit;

provided, however, that, effective June 1, 2008, the actual value of any additional benefit realized, if any, under the Retirement Plan or any Qualifying Entity Plan as a result of a NYSE Participant’s participation in the 2008 VRIP shall not be included under subparagraph (a).

1.32 “Optional Distribution Form” means

(a) With respect to a NYSE Participant who is married on his Retirement Date, one of the following forms of distribution of Supplemental Benefits:

(i) A joint and 50% survivor annuity pursuant to which a monthly life annuity shall be payable to the NYSE Participant during his lifetime commencing at the Optional Distribution Time elected by the NYSE Participant, with fifty percent (50%) of such reduced benefit continued monthly to the NYSE Participant’s spouse thereafter for the duration of the spouse’s lifetime after the death of the NYSE Participant;

(ii) A joint and 75% survivor annuity pursuant to which a monthly life annuity shall be payable to the NYSE Participant during his lifetime, commencing at the Optional Distribution Time elected by the NYSE Participant, with seventy-five percent (75%) of such reduced benefit continued monthly to the NYSE Participant’s spouse thereafter for the duration of the spouse’s lifetime after the death of the NYSE Participant;

(iii) A joint and 100% survivor annuity pursuant to which a monthly life annuity shall be payable to the NYSE Participant during his lifetime, commencing at the Optional Distribution Time elected by the NYSE Participant, with one hundred percent (100%) of such reduced benefit continued monthly to the NYSE Participant’s spouse thereafter for the duration of the spouse’s lifetime after the death of the NYSE Participant; and

(iv) Equal monthly installments over a period of twenty (20) years or less (in full years) commencing at the Optional Distribution Time elected by the NYSE Participant.

(b) With respect to a NYSE Participant who is not married on his Retirement Date, equal monthly installments over a period of twenty (20) years or less (in full years) commencing at the Optional Distribution Time elected by the NYSE Participant.

Each Optional Distribution Form shall be the Actuarial Equivalent of the Standard Form of benefit. Installments shall be payable on the first day of each month, starting at the Optional Distribution Time, until all monthly installments elected by the Participant have been paid.

1.33 “Optional Distribution Time” means one of the following times, to the extent available under the Plan, to commence the distribution of Supplemental Benefits:

(a) the first day of the month coincident with or next following the NYSE Participant’s Retirement Date or death; or

(b) the January 1 next following the NYSE Participant’s Retirement Date or death.

1.34 “Participant” means a NYSE Participant, as defined in Part A of the Plan, a SIAC Participant, as defined in Part B of the Plan, or an Amex Participant, as defined in Part C of the Plan.

1.35 “Plan” means the NYSE Group, Inc. Supplemental Executive Retirement Plan, as amended from time to time.

1.36 “Plan Year” means the twelve (12) month period ending December 31st of each year.

1.37 “Qualifying Entity” means the National Securities Clearing Corporation, The Depository Trust & Clearing Corporation, and any of such entities’ subsidiaries designated by the NYSE as Qualifying Entities.

1.38 “Qualifying Entity Plan” means any defined benefit pension plan that is qualified under Code Section 401(a), or any other defined benefit pension plan, funded or unfunded, that is or has been maintained by a Qualifying Entity, excluding any individual deferred compensation arrangements and defined contribution plans.

1.39 “Restatement Date” means December 31, 2008.

1.40 “Retirement Date” means a NYSE Participant’s Early Retirement Date, Normal Retirement Date or Deferred Retirement Date, as follows:

(a) “Early Retirement Date” means the first day of the first calendar month coinciding with or next following such time as the NYSE Participant has both attained Age Fifty-Five (55) and incurred a Termination of Employment, provided such day shall be prior to the NYSE Participant’s Normal Retirement Date.

(b) “Normal Retirement Date” means the first day of the calendar month nearest a NYSE Participant’s sixty-fifth (65th) birthday, provided he has incurred a Termination of Employment. If such birthday shall occur on a day equidistant from the first day of two months, then a NYSE Participant’s Normal Retirement Date shall be deemed to be the first day of the month during which such birthday occurs.

(c) “Deferred Retirement Date” means the first day of a month nearest the date of a NYSE Participant’s Termination of Employment where such Termination of Employment occurs after the NYSE Participant’s Normal Retirement Date.

1.41 “Retirement Plan” means the Revised Retirement Plan for Eligible Employees of the New York Stock Exchange and Subsidiary Companies (as amended and restated effective as of January 1, 2008) and as amended from time to time thereafter.

1.42 “Senior Officer” means an Employee who holds a title of senior vice president or above (or any person in an equivalent position), as determined by the Committee, unless such Employee has waived eligibility in the Plan or the Board has excluded such Employee from participating in the Plan.

1.43 “Social Security Benefit” means the monthly amount (as determined by the Committee) to which a NYSE Participant would be entitled, determined as of the earlier of the date of the Participant’s Termination of Employment or March 31, 2006 (based on an assumption that the Participant has no further earnings considered after the earlier of the Participant’s Termination of Employment or March 31, 2006 and without regard to changes in the Social Security laws or cost of living increases in Social Security benefits after the earlier of the date of the Participant’s Termination of Employment or March 31, 2006 ) under Section 402 of Title II of the Social Security Act as a monthly “old-age insurance benefit,” then in effect, on his own (and not as a Spouse or otherwise) and without any reduction or deduction (for earnings or otherwise), determined as if such benefit commenced in the first month, coinciding with or next following the commencement of the Participant’s Supplemental Benefit, in which such benefit under the Social Security Act could be payable to the Participant.

1.44 “Specified Employee” shall mean a Participant who, as of the date of his Termination of Employment, is a key employee (as defined under Code Section 416(i)(1)(A)(i), (ii) or (iii) but determined without reference to Code Section 416(i)(5)) of the Employer, as determined in accordance with the rules and procedures specified by the Committee in accordance with the requirements of Section 409A of the Code and the Treasury Regulations issued thereunder. The status of a Participant as a Specified Employee during the Measurement Period (defined herein) shall be determined annually on December 31^st of the Plan Year immediately preceding the Measurement Period (“Identification Date”). The Measurement Period shall be the twelve (12) month period beginning on the April 1^st succeeding the Identification Date for which it relates and ending on the March 31^st of the following Plan Year.

1.45 “Spouse” means an individual’s legal spouse.

1.46 “Standard Form” means ten equal annual installment payments (including interest on such payments) that are the Actuarial Equivalent (ignoring mortality) of the following amount: the Participant’s benefit calculated as a single life annuity, payable immediately, and then converted into a lump sum amount that is the Actuarial Equivalent (including mortality) of such single life annuity. Each installment shall be paid on each successive anniversary date of the first installment paid to the Participant or beneficiary, to the extent applicable, under the Plan until all installments have been paid.

1.47 “Subsidiary” means any corporation (other than the NYSE and any Qualifying Entity) in an unbroken chain of corporations beginning with the NYSE if, each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

1.48 “Supplemental Benefit” means any benefit payable under this Plan.

1.49 “Termination of Employment” means a termination of employment as an Employee from all of the NYSE Controlled Group for any reason whatsoever, including but not limited to death, Disability, retirement, resignation or involuntary termination, provided, that, such employment termination constitutes a “separation from service” within the meaning of Section 409(a)(2)(A)(i) of the Code and the Treasury Regulations issued thereunder.

1.50 “2008 VRIP” the NYSE Group, Inc. and Participating Subsidiaries 2008 Voluntary Resignation Incentive Program.

1.51 Construction. For purposes of the Plan, the masculine includes the feminine and the singular includes the plural.

ARTICLE 2

SERVICE

2.1 Definition of Service. Subject to Section 2.3 of the Plan, “Service” means the total sum of the periods of time, expressed as years and fractions of years (with such fraction representing completed months of employment), occurring prior to a NYSE Participant’s Termination of Employment as follows:

(a) A period during which the NYSE Participant was continuously paid directly or indirectly or continuously entitled to payment for the performance of duties as an Employee of the Employer immediately prior to the NYSE Participant’s Termination of Employment. For purposes of this Plan, service as an Employee of the Employer shall be deemed to include service as an Employee of New York Stock Exchange, the unincorporated association which was the predecessor of NYSE, to the extent such service with such association immediately preceded such service with the NYSE.

(b) A period during which the NYSE Participant was continuously paid directly or indirectly or continuously entitled to payment for the performance of duties as an employee of a Qualifying Entity; provided such period preceded, either immediately or within a “Limited Period Break in Service”, a period described in paragraph (a) above.

(c) A period during which the NYSE Participant was continuously paid directly or indirectly or continuously entitled to payment for the performance of duties as an employee of the Employer or a Qualifying Entity if such period preceded, either immediately or within a “Limited Period Break in Service”, a period described in paragraphs (a) or (b) above.

(d) A period during which the NYSE Participant was on a leave of absence, either paid or unpaid, other than military leave, authorized by the Employer or a Qualifying Entity in connection with a period described in paragraphs (a) or (b) above.

(e) A period during which the NYSE Participant was absent from employment directly from the Employer or a Qualifying Entity in connection with a period described in paragraphs (a), (b) or (c) above in order to perform military service for the United States of America, provided that the NYSE Participant returns to the employ of the Employer or Qualifying Entity prior to the end of any period prescribed by the laws of the United States during which he has reemployment rights with the Employer or Qualifying Entity or as otherwise required by law.

(f) In connection with a period described in paragraphs (a), (b) or (c) above, a period during which the NYSE Participant received payments under a (i) short term disability plan, (ii) long term disability plan or (iii) workers’ compensation plan maintained by the Employer or Qualifying Entity to comply with applicable state law

(g) A period during which the NYSE Participant was continuously paid directly or indirectly or continuously entitled to payment for the performance of duties as an employee of American Stock Exchange, Inc., but only if such period immediately preceded a period both for which the NYSE Participant was continuously entitled to payment for the performance of duties as an employee of a Qualifying Entity and which commenced within four (4) months of the date of incorporation of such Qualifying Entity, but not later than July 31, 1972. For purposes of this Plan, service as an employee of American Stock Exchange, Inc. shall be deemed to include service as an employee of American Stock Exchange, the unincorporated association which was the predecessor of American Stock Exchange, Inc., to the extent such service with such association immediately preceded such service with American Stock Exchange, Inc.

Notwithstanding the foregoing, no period of time shall be included more than one time as Service.

2.2 Limited Period Break in Service. For purposes of the Plan, a “Limited Period Break in Service” means the number of consecutive years in a period of time, not exceeding the greater of (i) five (5) or (ii) the aggregate number of years of Service credited to such NYSE Participant for the period prior to the time his Service was broken, during which the NYSE Participant is not an Employee of the NYSE or a Qualifying Entity.

2.3 Service Not Credited During Certain Periods. No credit for benefit determination purposes will be given for any period of Service of a NYSE Participant with respect to which the NYSE Participant was required, but did not make, employee contributions to the Retirement Plan or Qualifying Entity Plan or with respect to which required employee contributions were made and have been, or will be, withdrawn and not repaid, with interest, as provided in the Retirement Plan or Qualifying Entity Plan.

2.4 Service Outside of the United States. Notwithstanding any other provision to the contrary, unless otherwise provided in writing by the Chairman of the NYSE at the time of commencement of employment of an individual whose primary residence is outside of the United States at the time his employment with the Employer commences, Service shall not include any period of time in which such NYSE Participant’s primary place of employment with the Employer or a Qualifying Entity is outside of the United States. Notwithstanding the foregoing, effective January 1, 2004, Service shall include any period of time in which a NYSE Participant’s primary place of employment with the Employer or Qualifying Entity is outside of the United States.

2.5 Service prior to June 1, 1999. For purposes of Article II, any period prior to August 1, 1997 which was recognized as Service under the Plan prior to June 1, 1999 shall continue to be recognized as Service under the Plan on and after to June 1, 1999.

2.6 Service after March 31, 2006. Service after March 31, 2006 shall not count towards accrual of a benefit under the Plan but shall count for vesting purposes.

ARTICLE 3

ELIGIBILITY FOR PARTICIPATION

Participants in the Plan immediately before the Restatement Date who have benefits under the Plan which have not been fully paid shall be NYSE Participants in the Plan as of the Restatement Date. No employee became a participant in the Plan on or after March 31, 2006.

ARTICLE 4

VESTING

4.1 Vesting Requirements. Except as otherwise provided herein, a NYSE Participant shall become vested in his Supplemental Benefits upon the earlier of:

(a) the later of:

(i) the NYSE Participant’s attainment of Age Fifty-Five (55) while an Employee;

(ii) the date on which the NYSE Participant’s Base Salary has equaled or exceeded the Eligible Salary Level for thirty-six (36) months out of the latest one hundred twenty (120) months of employment (or if the number of calendar months of employment with the

Employer immediately prior to the NYSE Participant’s Termination of Employment is less than one hundred twenty (120) months, during such shorter period); and

(iii) such NYSE Participant has been employed by the Employer for an aggregate of thirty-six (36) months.

(b) the NYSE Participant’s completion of ten (10) years of Service.

Except as provided in Article VII of the Plan, Supplemental Benefits shall not be paid with respect to a NYSE Participant who incurs a Termination of Employment without satisfying the requirements of Paragraph (a) or (b) above or, with respect to a Historic Benefit, the conditions of Appendix A to this Part A of the Plan.

4.2 Discretionary Vesting. The Chief Officer may waive the vesting requirements enumerated under Section 4.1 above or Section 2.3 of Appendix A to Part A of the Plan, with respect to any NYSE Participant who incurs a Termination of Employment at the initiation of the NYSE, as determined in the sole discretion of the Chief Officer, provided, however, that any such waiver with respect to the Chief Executive Officer or Chief Regulatory Officer may only be made by the Human Resources Policy & Compensation Committee of the Board and any other waiver made by the Chief Officer must be promptly communicated to the Human Resources Policy & Compensation Committee of the Board. Any waiver pursuant to this Section shall only be effective if made in writing.

4.3 Other Forfeiture. The Human Resources Policy & Compensation Committee of the Board may forfeit the Supplemental Benefits with respect to a NYSE Participant (or his surviving Spouse or Beneficiary) under the Plan in the event that the NYSE Participant is discharged for willful, deliberate, or gross misconduct, or if such grounds exist at the time of the NYSE Participant’s Termination of Employment even if such Termination of Employment is for other reasons. Such determination, and whether or not benefits shall be forfeited shall be determined by the Committee, in its sole discretion, based on the relevant facts and circumstances.

ARTICLE 5

SUPPLEMENTAL BENEFITS

5.1 General. A NYSE Participant’s Supplemental Benefit shall be computed as a monthly benefit payable for the NYSE Participant’s life following his Retirement Date. Payment of a NYSE Participant’s Supplemental Benefit shall be made in accordance with Article VI.

5.2 Freeze of Benefit Accruals for All NYSE Participants. Notwithstanding any provision in this Plan to the contrary, the benefit accrual of each NYSE Participant under the Plan shall cease effective March 31, 2006. As a result, no NYSE Participant shall earn any Service for benefit accrual purposes after March 31, 2006, and the Compensation paid to any NYSE Participant after that date shall not be taken into account for benefit accrual purposes under the Plan.

5.3 Supplemental Benefit at or after Normal Retirement Date. The monthly amount of a NYSE Participant’s Supplemental Benefit commencing on his Normal Retirement Date or Deferred Retirement Date shall be equal to the greatest of:

(a) the NYSE Participant’s Base Benefit, divided by twelve (12), minus the NYSE Participant’s Offset Amount;

(b) the NYSE Participant’s Minimum Benefit;

(c) the NYSE Participant’s Historic Benefit, as described in Section 2.1 of Appendix A to this Part A of the Plan, but, only if the NYSE Participant is a Historic NYSE Participant, and the NYSE Participant has satisfied the conditions for a Historic Benefit pursuant to Section 2.3 of Appendix A.

5.4 Supplemental Benefit at Early Retirement Date. The monthly amount of a NYSE Participant’s Supplemental Benefit commencing on his Early Retirement Date shall be equal to the greatest of:

(a) the NYSE Participant’s Early Retirement Base minus the NYSE Participant’s Early Retirement Offset;

(b) the NYSE Participant’s Minimum Benefit; and

(c) the NYSE Participant’s Historic Benefit, as described in Section 2.2 of Appendix A, but only if the NYSE Participant is a Historic NYSE Participant and has satisfied the conditions for a Historic Benefit pursuant to Section 2.3 of Appendix A.

5.5 2008 VRIP. Effective June 1, 2008, age and Service credited as a result of a Participant’s participation in the 2008 VRIP shall be included for purposes of determining the vesting and retirement eligibility of the Minimum Benefit and the Supplemental Benefit and shall be included for purposes of determining whether the pre-conditions for an Historic Benefit have been met, as described in Section 2.3 of Appendix A.

ARTICLE 6

PAYMENT

6.1 Basic Form of Benefit.

(a) Subject to subsection (b) of this Section, the Supplemental Benefit of a NYSE Participant shall commence being paid in the Standard Form commencing on the first day of the month coincident with or next following the NYSE Participant’s Retirement Date.

(b) Notwithstanding subsection (a) of this Section, a Grandfathered NYSE Participant shall have his Supplemental Benefit paid in an Optional Distribution Form, and at an Optional Distribution Time, provided that an election of such Optional Distribution Form and Optional Distribution Time was filed with the Committee prior to October 7, 2004.

(c) In the case of a NYSE Participant who is a Specified Employee, unless the termination is due to death or Disability, distribution of his benefits shall commence on the later of (i) the first day of the calendar month which is at least six (6) calendar months after such Termination of Employment or (ii) the otherwise applicable date determined pursuant to the foregoing provisions of Section 6.1. If distribution of a Participant’s benefit is delayed for six (6) calendar months in accordance with the foregoing, each payment which would have been made earlier under the provisions of the Plan shall be paid at the six month date and increased with interest (at the rate described in Section 1.1 of the Plan) to the deferred distribution date.

ARTICLE 7

DEATH OF NYSE PARTICIPANT

7.1 Death Prior to Termination of Employment. If a NYSE Participant dies prior to incurring a Termination of Employment, in lieu of all other benefits under the Plan, such NYSE Participant’s Beneficiary shall receive a Supplemental Benefit, at such time as specified in Section 7.3 of the Plan, equal to the greatest amount computed under paragraphs (a) or, if applicable, (b) or (c) below.

(a) The Actuarial Equivalent amount of the NYSE Participant’s Supplemental Benefit computed under Article V as if the NYSE Participant had incurred a Termination of Employment on the date immediately before the date on which the NYSE Participant died.

(b) If a NYSE Participant who is a Senior Officer and was a Senior Officer on March 31, 2006 dies prior to his Termination of Employment and shall have completed at least ten (10) years of Service and have attained Age Fifty-Five (55), the Actuarial Equivalent amount of Fifty percent (50%) of the difference of (x)—(y), where:

(x) is equal to one-twelfth ( ¹/12) of the NYSE Participant’s Base Benefit amount; provided that such Base Benefit shall be computed using the sum of the NYSE Participant’s years of Service to the first day of the month in which the NYSE Participant’s death occurred or March 31, 2006 if earlier, plus the years (which, for the purpose of this calculation only, shall be deemed years of Service), if any, from the first day of the month in which the NYSE Participant’s death shall have occurred to the date when the NYSE Participant would have attained age sixty-five (65), but not later than March 31, 2006, should he have survived. In calculating the foregoing amount, if the NYSE Participant dies prior to his sixty-fifth (65th) birthday, it shall be assumed that the NYSE Participant had attained age sixty-five (65) (but in no event shall any Service which would have occurred after March 31, 2006 be counted in calculating the benefit under this Section 7.1), and the NYSE Participant’s Final Average Compensation shall be the sum of (I) the amount of the NYSE Participant’s Base Salary at the time of his death, but not later than March 31, 2006, plus (II) an amount equal to Two-Thirds ( ²/3) of the NYSE Participant’s Bonus during the three (3) years immediately preceding the NYSE Participant’s death, but not later than March 31, 2006, divided by three (3).

(y) is equal to the sum of:

(A) the amount of the NYSE Participant’s monthly retirement benefit with respect to Service accrued at the NYSE Participant’s death which would otherwise be available to the NYSE Participant if the NYSE Participant’s Termination of Employment had occurred on his date of death and if the NYSE Participant had not died, in the form of a single life annuity (but not including the NYSE Participant’s Supplemental Retirement Income, as defined under the Retirement Plan) under the Retirement Plan, a Qualifying Entity Plan (with regard to Service prior to March 31, 2006 with the Qualifying Entity recognized under the Qualifying Entity Plan which is also recognized hereunder), and an AMEX Plan (with regard to Service with American Stock Exchange, Inc. recognized under an AMEX Plan which is also recognized hereunder); plus

(B) With respect to a NYSE Participant whose death is on or after his attainment of age sixty-two (62), the amount estimated by the Committee as the NYSE Participant’s Social Security Benefit amount to which the NYSE Participant would have been entitled as of his date of death if the NYSE Participant’s Termination of Employment had occurred on his date of death and the NYSE Participant had not died; or with respect to a NYSE Participant whose death occurred prior to age sixty-two (62), the amount estimated by the Committee as the NYSE Participant’s Social Security Benefit amount commencing at age sixty-two (62), but only with respect to the period after the NYSE Participant would have attained age sixty-two (62), which the NYSE Participant would have been entitled to receive as of such date on which the NYSE Participant would have attained age sixty-two (62) had he survived, assuming the NYSE Participant’s Retirement Date had occurred on his date of death, and without any deduction with respect to the period from the NYSE Participant’s date of death to the date that the NYSE Participant would have attained age sixty-two (62).

The amount determined under Section 7.1(b) shall be reduced to its Actuarial Equivalent as if the NYSE Participant had not died, had a Termination of Employment at age sixty-five (65) (if he died prior to age sixty-five (65)), and had elected the Joint and 50% Survivor Annuity with his Beneficiary as the joint annuitant.

(c) The Actuarial Equivalent amount of the applicable amount set forth in Exhibit A to the Plan.

Notwithstanding the foregoing, the Participant’s Beneficiary shall be entitled to receive the Actuarial Equivalent of the Minimum Benefit as his Supplemental Benefit in lieu of the amount calculated under Section 7.1 above if such Minimum Benefit is greater than the Supplemental Benefit calculated pursuant to Section 7.1 above.

7.2 Death After Termination of Employment. If a NYSE Participant dies after incurring a Termination of Employment but prior to the commencement of the NYSE Participant’s Supplemental Benefits, in lieu of all other benefits under the Plan, such NYSE Participant’s Beneficiary shall receive a Supplemental Benefit, at such time as specified in Section 7.3 of the Plan, equal to the greatest amount computed under paragraphs (a) or (b) below.

(a) The Actuarial Equivalent amount of the NYSE Participant’s Supplemental Benefit computed under Article V herein as if the NYSE Participant had incurred a Termination of Employment on the date immediately before the date on which the NYSE Participant died.

(b) The Actuarial Equivalent amount of the applicable amount set forth in Exhibit A to the Plan.

7.3 Payment of Supplemental Benefits Following NYSE Participant’s Death. If a NYSE Participant dies prior to the commencement of the NYSE Participant’s Supplemental Benefits, such NYSE Participant’s Beneficiary shall receive the Supplemental Benefit described in Section 7.1 or 7.2 of the Plan commencing as of the first day of the month coincident with or next following the later of:

(i) the date that the NYSE Participant would have had attained Age Fifty-Five had he survived; or

(ii) the date of the NYSE Participant’s death.

7.4 Form of Death Benefit.

(a) A NYSE Participant’s Beneficiary shall receive the applicable monthly benefit calculated pursuant to this Article VII in the Standard Form commencing on the first day of the month coincident with or next following the later of: (i) the NYSE Participant’s death or (ii) the date that the NYSE Participant would have attained Age Fifty-Five (55) if he had survived.

(b) Notwithstanding subsection (a) of this Section 7.4, the Supplemental Benefit of a Grandfathered NYSE Participant shall be paid to his Beneficiary in an Optional Distribution Form, and at an Optional Distribution Time, provided, that such election was made and filed with the Committee prior to October 7, 2004.

7.5 Beneficiary’s Death. If the Beneficiary of a NYSE Participant shall die within seven (7) days of the NYSE Participant’s death and both the Beneficiary’s death and the NYSE Participant’s death occurred in the course of or as a direct result of the same accident or other event, then for the purposes of this Article VII, such Beneficiary shall be deemed to have died before the NYSE Participant.

7.6 Death After Retirement Date. If a NYSE Participant dies on or after his Retirement Date and following the commencement of the payment of his Supplemental Benefit, no death benefits will be payable hereunder upon the death of the NYSE Participant unless the NYSE Participant is receiving Supplemental Benefits in a form of benefit with a survivor benefit or that is paid over a specific period regardless of the NYSE Participant’s (or Beneficiary’s) death. If a NYSE Participant is receiving a form of benefit with a survivor benefit, any benefits becoming due will be paid in accordance with such form of benefit.

ARTICLE 8

LIFE INSURANCE

The Committee may require a Participant to assist the NYSE, in obtaining life insurance policies on the life of such Participant. Such life insurance policies, if any, as determined by the NYSE, shall be owned by, and payable to, the NYSE or a trust established by the NYSE. The Participant may be required to complete an application for life insurance, furnish underwriting information, including medical examination by a life insurance company-approved examiner, and authorize release of medical history to the life insurance company’s underwriter, as designated by the Committee. No election of the NYSE to insure the life of any Participant shall give such Participant or any other person any right or interest in or to any insurance contract or policy issued to the NYSE or to a trust established by the NYSE, or in or to any proceeds thereof.

ARTICLE 9

DETERMINATION OF SOCIAL SECURITY BENEFIT

In the event that the Social Security Administration shall furnish to the NYSE a statement, in writing, in any form, regarding the Social Security Benefit amount to which a Participant shall or could be entitled or regarding the earnings history or other information relating to a Participant for purposes of matters related to the Social Security Act, the Committee may rely on any such information contained in any such statement. In the event that the Social Security Administration or any other person shall not have furnished directly to the NYSE a statement, by such time and in such form and manner and containing such information as the Committee may, in the Committee’s discretion, deem necessary or appropriate in order to make any such estimate of the amount of a Social Security Benefit as may be necessary for purposes of the Plan or to make any other estimate or determination in connection with the computation of any benefit which may or could be payable hereunder, the Committee from time to time may, but need not, make any such estimate or determination of any such Social Security Benefit or of any other amount or age or other factor as the Committee shall in the Committee’s discretion deem necessary or appropriate in connection with any such computation. Without limitation of the foregoing provisions of this Article or of any other provisions hereof, the Committee shall have the authority, under rules of uniform application, to interpret the provisions of the Plan, to determine all facts relating to a Participant’s Service, age, compensation and employment status, and to estimate and determine value equivalencies relating to offset of payments or entitlements from the Retirement Plan or any Qualifying Entity Plan or under the Social Security Act and all such interpretations and determinations shall be conclusive.

ARTICLE 10

NATURE OF OBLIGATIONS OF NYSE

10.1 No Funding of Plan. The Employer will make all benefit payments under the Plan to Participants or Beneficiaries, where applicable. No funds or assets of the Employer will be segregated or physically set aside with respect to the Plan. Notwithstanding the foregoing, the Employer may contribute assets to a trust fund in order to assist the Employer in paying some or all benefits to Participants and/or their Beneficiaries. However, the Employer will attempt to ensure that no funds or assets shall be segregated or physically set aside with respect to the Employer’s obligations under the Plan in a manner which would cause the Plan to be “funded” for purposes of ERISA and/or the Code. This Plan shall be maintained to provide supplemental retirement benefits for a select group of management and highly compensated employees. If the Employer establishes a trust fund in connection with the Plan, the assets of such trust fund shall be subject to the claims of the general creditors of the Employer in the event that the Employer becomes insolvent.

10.2 Cost of Plan. All expenses in administering the Plan will be paid by the NYSE. No Participant contributions to the Plan are required or permitted.

10.3 Participants are Unsecured Creditors. A Participant or Beneficiary, where applicable, will not have any interest in any specific asset of the Employer as a result of the Plan. Any right to receive benefits under the Plan will be only the right of an unsecured general creditor of NYSE.

ARTICLE 11

NON-ASSIGNMENT OF INTEREST

Except as may be required by law, benefits payable under the Plan will not be subject to assignment, transfer, sale, pledge, encumbrance, alienation or charge by a Participant, surviving spouse, or other Beneficiary where applicable. No Participant shall be entitled to borrow at any time any amount under the Plan.

ARTICLE 12

NOT AN EMPLOYMENT CONTRACT

Neither the existence of this Plan, nor the right of any person to participate in the Plan, nor the actual participation in the Plan by a person, shall create any right in any person to continue in the employ of the Employer or any Affiliated Organization for any specific length of time.

ARTICLE 13

WITHHOLDING

13.1 Withholding.

(a) All payments under this Plan shall be subject to the withholding of such amounts relating to federal, state or local taxes as the NYSE may reasonably determine it should withhold based on applicable law or regulations.

(b) The Committee may accelerate payments to Participants under the Plan to provide for the payment of employment taxes under the Federal Insurance Contributions Act (FICA) incurred with respect to the Plan and federal state or local income and withholding taxes as a result of the payment of such FICA amount, up to the amount of such taxes due, as provided in Treasury Regulation 1.409A-3(j)(4)(vi) and other applicable guidance under Section 409A of the Code.

ARTICLE 14

ADMINISTRATION OF THE PLAN

14.1 Authority of Administrator.

(a) The Administrator and the Committee shall have the full power and authority to interpret, construe and administer this Plan in their sole discretion based on the provisions of the Plan documents and to decide any questions and settle all controversies that may arise in connection with the Plan. Interpretations and constructions of the Plan made by the Administrator and the Committee and actions taken thereunder, made in their sole discretion, including any valuation of the benefit under the Plan, any determination under this Section 14 or under Section 15, or the amount of the payment to be made hereunder, shall be based on the Plan documents and shall be final, binding and conclusive on all persons for all persons. Neither the Administrator nor any member of the Committee (or any designee of the Committee) shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan. To the extent that a form prescribed by the Committee (or its designee) to be used in the operation and administration of the Plan does not conflict with the terms and provisions of the Plan document, such form shall be evidence of (i) the Committee’s interpretation, construction and administration of this Plan and (ii) decisions or rules made by the Committee (or its designee) pursuant to the authority granted to the Committee under the Plan.

(b) The Plan shall be subject to, and administered in accordance with, the Rules of Operation and Administration of the NYSE Group, Inc. and Affiliates NonQualified Deferred Compensation Plans, the provisions of which are incorporated into the Plan by reference.

(c) The Committee shall have the authority to adopt, alter or repeal such administrative rules, guidelines and practices governing the Plan and perform all acts as it shall

from time to time deem advisable; to construe and interpret the terms and provisions of the Plan; and to otherwise supervise the administration of the Plan. The Committee, in its discretion, may delegate its authority hereunder to one or more Employees of the Employer for purposes of handling the day-to-day administration of the Plan.

14.2 Plan Expenses. All expenses incurred in administering the Plan will be paid by the Employer. No Participant contributions to the Plan are required or permitted.

14.3 Actions in Writing. All consents, elections and other actions required or permitted by Participants or other persons under the Plan shall be made in writing on such forms and in such manner as the Administrator may require. Forms shall be effective only if filed with the Administrator.

14.4 Calculation of Benefits. Benefits payable from the Plan shall be calculated by a qualified actuary designated by the NYSE, and the determination of the amount of any such benefit by such actuary shall be conclusive.

ARTICLE 15

CLAIMS PROCEDURES

15.1 Claims Procedures.

(a) The Committee shall appoint an administrator (“Administrator”) who shall have the authority and discretion to determine all initial claims for benefits under the Plan by Participants or their Beneficiaries based on the Plan documents.

(b) Within ninety (90) days after receiving a claim (or within forty-five (45) days if the claim involves a determination of Disability (“Disability Claim”)), the Administrator shall notify the Participant or Beneficiary of his decision in writing, giving the reasons for the decision, if adverse to the claimant, and the other required information specified in this Section 16. The 90-day period may be extended for up to one hundred and eighty (180) days (or in the case of a Disability Claim, for seventy-five (75) days or up to a maximum of one hundred and five (105) days), if the claimant is notified of the need for additional time, including notification of the reason for the delay. Notification of the need for an extension shall be provided by the Administrator to the claimant prior to the end of the initial 90-day period or initial 45-day period in the case of a Disability Claim.

(c) If the decision is adverse to the claimant, the Administrator shall advise the claimant of the specific reason(s) for the denial, the Plan provisions involved, of any additional information or material that he must provide to perfect his claim and why, and of his right to request a review of the decision, the procedures to be followed and the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination.

(d) A claimant may request a review of an adverse decision by written request to the Committee made within sixty (60) days (or within one hundred and eighty days (180) days, if a Disability Claim) after receipt of the decision. The claimant, or his duly authorized representative, may review pertinent documents and submit written issues and comments. In the case of a Disability Claim, if the Administrator is also a member of the Committee, such Administrator shall not be permitted to review the appeal of such claim.

(e) Within sixty (60) days (or within forty-five (45) days if a Disability Claim), after receiving a request for review, the Committee shall notify the claimant in writing of (i) its decision; (ii) the specific reasons for the adverse benefit determination, with references to the specific Plan provisions upon which the denial is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim; and (iv) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA. If the Committee determines that additional time is needed to review the claim, the initial 60-day period (or initial 45-day period in the case of a Disability Claim) may be extended by 60 days from the end of the initial 60-day period or, in the case of a Disability Claim, by 45 days from the end of the initial 45-day period. The extension notice will indicate the special circumstances requiring the extension and will indicate the date by which the Committee expects to make a determination upon review.

(f) The Committee may at any time alter the claims procedure set forth above, so long as the revised claims procedure complies with Section 503 of ERISA, and the regulations issued thereunder (“ERISA Claims Procedure Rules”). For the avoidance of doubt, the provisions of the ERISA Claims Procedure Rules are incorporated herein by reference.

ARTICLE 16

AMENDMENT AND TERMINATION

The Plan may be amended or terminated at any time by the Employer, provided that no such amendment or termination shall reduce the retirement income earned prior to such amendment or termination by any Participant who has satisfied the conditions for being vested under the Plan on the date of such amendment or termination. Upon termination of the Plan, distributions may be made in accordance with the provisions of the Plan as if no such termination had occurred. Any distributions at any other time or in any other form following termination of the Plan shall be permitted only to the extent permissible under Section 409A of the Code and Treasury regulations and other applicable guidance issued under Section 409A.

ARTICLE 17

JURISDICTION

To the extent legally required, the Code and Parts 1 and 5 of Title I of ERISA, shall govern the Plan and, if any provision hereof is in violation of any applicable requirement thereof, the NYSE reserves the right to retroactively amend this Plan to comply therewith. To the extent not governed by the Code and Parts 1 and 5 of Title I of ERISA, this Plan shall be governed by the laws of the State of New York, without regard to conflict of law provisions.

ARTICLE 18

PAYMENT NOT SALARY

Any benefit payable under this Plan shall not be deemed salary or other compensation to the Employee for the purposes of computing benefits to which he may be entitled under any pension plan or other arrangement of any NYSE for the benefit of its employees.

ARTICLE 19

SEVERABILITY

In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision never existed

ARTICLE 20

NON-EXCLUSIVITY

The adoption of the Plan by an NYSE shall not be construed as creating any limitations on the power of the NYSE to adopt such other supplemental retirement income arrangements as it deems desirable, and such arrangements may be either generally applicable or limited in application.

ARTICLE 21

NON-EMPLOYMENT

This Plan is not an agreement of employment, and it shall not grant the employee any rights of employment or interfere in any way with the right of NYSE to terminate the employment of the Employee at any time.

ARTICLE 22

GENDER AND NUMBER

Wherever used in this Plan, the masculine shall be deemed to include the feminine and the singular shall be deemed to include the plural, unless the context clearly indicates otherwise.

ARTICLE 23

HEADINGS AND CAPTIONS

The headings and captions herein are provided for reference and convenience only. They shall not be considered part of the Plan and shall not be employed in the construction of the Plan.

ARTICLE 24

ENTIRE AGREEMENT

This Plan, along with the Participants’ elections hereunder, constitutes the entire agreement between the NYSE and the Participants pertaining to the subject matter herein and supersedes any other plan or agreement, whether written or oral, pertaining to the subject matter herein. No agreements or representations, other than as set forth herein, have been made by the NYSE with respect to the subject matter herein.

ARTICLE 25

SALE OF ASSETS OF NYSE REGULATION, INC. – SPECIAL DISTRIBUTION

ELECTIONS AND VESTING.

25.1 Special Elections Permitted. An Eligible Transferred Operations Participant (as such term is defined below) shall be permitted to elect, in accordance with the provisions of Section 25.2 below, to defer the commencement of distribution of his vested Supplemental Benefits to attainment of age sixty (60).

25.2 Requirements for Effective Election. An Eligible Transferred Operations Participant who wishes to make an election permitted under Section 25.1 above shall be required to complete and sign a distribution election form prior to the Closing Date (as defined below) and otherwise in the time and manner required by the Committee. An election made pursuant to Section 25.1 is intended to be made pursuant to, and in accordance with, the requirements of Q&A-19 of IRS Notice 2005-1, as amended, and otherwise in accordance with Section 409A of the Code.

25.3 Changes to Elections. Once an election made by a Participant pursuant to Section 25.1 above with respect to his Supplemental Benefits becomes effective, such election may not be amended, modified or terminated.

25.4 Vesting. Notwithstanding the provisions of the Plan, an Eligible Transferred Operations Participant shall be entitled to a Supplemental Benefit if, at the time of his Termination of Employment with NASD, the Eligible Transferred Operations Participant’s combined total employment service with the Employer and NASD (“Combined Service”) equals or exceeds ten years. If, however, at the time of an Eligible Transferred Operations Participant’s Termination of Employment with NASD, the total Combined Service of such participant is less than ten years, his Supplemental Benefit shall be forfeited at the time of such employment termination.

25.5 Defined Terms. For purposes of the Plan, the following definitions shall apply:

(a) “NYSE Regulation Asset Purchase Agreement” means the Asset Purchase Agreement dated on or about July 30, 2007, by and among NYSE Group, Inc., NYSE Regulation, Inc. and the National Association of Securities Dealers, Inc. (“NASD”) pursuant to which NYSE Group will sell a portion of NYSE Regulation, Inc. (the “Transferred Operations”) to the NASD.

(b) “NYSE Regulation Sale Transaction” means the transactions contemplated by the provisions of the NYSE Regulation Asset Purchase Agreement.

(c) “Closing Date” means the closing date for the NYSE Regulation Sale Transaction.

(d) “Eligible Transferred Operations Participant” means a Participant in the Plan who will transfer to employment with NASD on the Closing Date and who will not attain Age Fifty-Five on or before December 31, 2007.

ARTICLE 26

COMPLIANCE

Although the Employer makes no guarantee with respect to the tax treatment of payments hereunder, the Plan is intended to comply with the requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Accordingly, the NYSE reserves the right through the action of the Committee to amend the provisions of the Plan at any time and in any manner without the consent of Participants solely to comply with the requirements of Section 409A and to avoid the imposition of an excise tax under Section 409A on any payment to be made hereunder, provided that there is no reduction in the benefits provided hereunder. Notwithstanding the foregoing, in no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A or any damages for failing to comply with Section 409A of the Code.

ARTICLE 27

EFFECT OF DOMESTIC RELATIONS ORDERS

Notwithstanding any other provision of the Plan to the contrary, to the extent permitted by Section 409A of the Code, the time of payment or schedule of payment of a benefit under the Plan may be accelerated to the extent required by a domestic relations order (as defined in Section 4l4(p)(1)(B) of the Code), provided that such payment is required to be made to an individual other than the Participant.

EXHIBIT A TO PART A OF THE PLAN

Title or Equivalent	Service with NYSE	Amount
Group Executive Vice President, and Executive Vice President	More than (10) years	Two (2) years Base Salary
	More than five (5) years but less than ten (10) years	One and one-half (1 1/2) years Base Salary
	Less than five (5) years	One (1) year Base Salary
Senior Vice President and Vice President	More than twelve (12) years	One and one-half (1 1/2) years Base Salary
	Less than twelve (12) years	One (1) year Base Salary
Assistant Vice President	Fifteen (15) years or more	One (1) year Base Salary
	Less than Fifteen (15) years	Two (2) weeks Base Salary for each year of Service
All others	Fifteen (15) years or more	Nine (9) months Base Salary
	Less than Fifteen (15) years	Two (2) weeks Base Salary for each year of Service

APPENDIX A TO PART A OF THE PLAN

HISTORIC BENEFIT

ARTICLE I

DEFINITIONS

Solely for purposes of this Appendix A to the Plan, the following definitions apply:

1.1 “Compensation” means: (i) with respect to a Participant who on December 31, 2003 has never been a Senior Officer, Base Salary; (ii) with respect to a Participant who is not a Senior Officer on December 31, 2003 but had previously been a Senior Officer, Base Salary plus the amounts of payments made (or would have been paid if not for an election made under an employee benefit plan maintained by the NYSE to defer all or a portion of such amounts) under an annual bonus plan or other arrangement maintained by the NYSE attributable to the respective months in any period on or after January 1, 1986 during which the Participant’s Base Salary equaled or exceeded the Eligible Salary Level and the Participant was a Senior Officer; (iii) with respect to a Participant who was a Senior Officer on December 31, 2003, Base Salary plus the amounts of payments made (or would have been paid if not for an election made pursuant to an employee benefit plan maintained by the NYSE to defer all or a portion of such amounts) under an annual bonus plan or other arrangement maintained by the NYSE attributable to the respective months, in any period on or after January 1, 1986, during which the Participant’s Base Salary equaled or exceeded the Eligible Salary Level. Payments made (or would have been paid if not for an election made pursuant to an employee benefit plan maintained by the NYSE to defer all or a portion of such amount) under an annual bonus plan or other arrangement maintained by the NYSE shall be deemed attributable to the year, and the respective months or months in such year with respect to which such payments were earned, regardless of the times of making such payments. No payment in the nature of a bonus or award or premium for overtime or additional work or otherwise paid to a Participant under any bonus or other plan or program existing prior to the inception of, or in any way apart from, the bonus plan or arrangement shall in any way be deemed to be a payment either under the bonus plan or arrangement or included in any computation or determination of Eligible Salary Level or Final Average Compensation.

1.2 “Final Average Compensation” means the annual average of a Participant’s Compensation as an Employee during the thirty-six (36) consecutive (ignoring, for this purpose, any breaks in continuous paid employment with the NYSE) calendar months of employment with the NYSE on or prior to December 31, 2003 out of the last one hundred and twenty (120) months (or, if less than one hundred and twenty (120) months, the number of calendar months of employment with the NYSE on or prior to December 31, 2003) which yields the highest average. Such average is the result obtained by dividing the total Compensation of a Participant during the considered thirty-six (36) month period by three (3). Compensation received from a Qualifying Entity shall not be considered (and any period of employment with a Qualifying Entity shall be ignored when calculating one hundred twenty (120) months or thirty-six (36) consecutive months). Notwithstanding the foregoing, for purposes of determining a Participant’s Final Average Compensation, in the case of a Participant who was not an Employee for at least thirty-six (36) calendar months, Final Average Compensation shall mean the annual average of the

Participant’s Compensation as an Employee during the consecutive (ignoring, for this purpose, any breaks in continuous paid employment with the NYSE) calendar months of employment with the NYSE determined by dividing the total Compensation of a Participant during such period of employment with the NYSE by the number of years, including fractional parts thereof (but only full months shall be considered), for which such Compensation was paid.

1.3 “Frozen Early Retirement Benefit” means an amount equal to one-twelfth ( ¹/12) of the Participant’s Base Benefit, computed as of December 31, 2003, reduced by a percentage equal to the product of two percent (2%) times the number of years and fractional portion of a year elapsing between the date of his Early Retirement Date and the date of the Participant’s sixtieth (60) birthday. There shall be no reduction if a Participant’s Retirement Date occurs on or after his sixtieth birthday.

1.4 “Historic Benefit” means the Supplemental Benefit calculated pursuant to Article II of this Appendix A.

1.5 “Historic NYSE Participant” means a Participant who meets all of the conditions in either paragraph (a) or paragraph (b) of this Section 1.5:

(a) The Participant (i) was a Participant in the Plan on December 31, 2003, (ii) had not incurred a Termination of NYSE Employment before October 7, 2004, and (iii) is not a Specified Executive; or

(b) The Participant (i) was a Participant in the Plan on December 31, 2003, (ii) had not incurred a Termination of NYSE Employment before October 7, 2004, (iii) is not a Specified Executive and (d) participated in the 2008 VRIP.

1.6 “Service” means, solely for purposes of this Appendix A, Service, as defined in Article II of the Plan, but only recognized through December 31, 2003.

1.7 “Specified Executive” means Robert G. Britz and Catherine R. Kinney.

ARTICLE II

HISTORIC BENEFIT OF HISTORIC NYSE PARTICIPANTS

2.1 Normal Retirement Date or Deferred Retirement Date. Subject to Section 2.3 of this Appendix A, a Historic NYSE Participant’s Historic Benefit commencing on his Normal Retirement Date or Deferred Retirement Date shall be a monthly amount equal to equal to the greater of (a) the Historic NYSE Participant’s Minimum Benefit computed as of December 31, 2003 using Service and Compensation as defined in this Appendix A or (b) the Historic NYSE Participant’s Base Benefit computed as of December 31, 2003 using Service and Compensation, as defined in this Appendix A, divided by twelve (12), minus the Historic NYSE Participant’s Offset Amount, but determined as if the Historic NYSE Participant had a Termination of Employment on December 31, 2003.

2.2 Early Retirement Date. Subject to Section 2.3 of this Appendix A, a Historic NYSE Participant’s Historic Benefit commencing on his Early Retirement Date shall be a

monthly amount equal to the greater of (i) the Historic NYSE Participant’s Minimum Benefit computed as of December 31, 2003 using Service and Compensation as defined in this Appendix A, or (ii) the Historic NYSE Participant’s Frozen Early Retirement Benefit minus the Historic NYSE Participant’s Early Retirement Offset, but determined as if the Historic NYSE Participant had a Termination of Employment on December 31, 2003.

2.3 Pre-Conditions for Historic Benefit. Notwithstanding any other provision in the Plan to the contrary, a Historic NYSE Participant shall not be eligible for an Historic Benefit if one of the following applies to the Historic NYSE Participant:

(a) such Historic NYSE Participant’s Base Salary with the NYSE does not equal or exceed the Eligible Salary Level for at least thirty-six (36) months out of the last one hundred twenty (120) months of employment (or, if the number of calendar months of employment with the NYSE immediately prior to the Historic NYSE Participant’s Termination of Employment is less than one hundred twenty (120) months, during such shorter period) with the NYSE; or

(b) such Historic NYSE Participant has not been employed by the NYSE for at least an aggregate of thirty-six (36) months; or

(c) such Historic NYSE Participant incurs a Termination of NYSE Employment before his attainment of Age Fifty-Five (55), for any reason whatsoever including, but not limited to, disability, termination prior thereto by the Historic NYSE Participant with or without good reason or termination prior thereto by the NYSE with or without cause.

Notwithstanding anything contained herein to the contrary, age and service credited as a result of a Participant’s participation in the 2008 VRIP shall be included for purposes of determining whether the pre-condition requirements set forth in Section 2.3 of this Article II have been met.

ARTICLE III

HISTORIC BENEFIT OF SPECIFIED EXECUTIVES

3.1 Amount of Historic Benefit. Notwithstanding Article II of this Appendix A to the contrary, the Historic Benefit of a Specified Executive shall be a single life annuity, payable annually, based on the Specified Executive’s Termination of Employment in accordance with the Table 3.1 below, less his Social Security Benefit (such offset to begin upon the first day of the month coincident with or next following the later of the Specified Executive’s (a) attainment of age 62 or (b) Retirement Date): Notwithstanding the foregoing, the benefit in this Article III shall be paid in the Standard Form.

TABLE 3.1

HISTORIC BENEFIT OF SPECIFIED EXECUTIVES

AGE AT TERMINATION OF EMPLOYMENT	ANNUAL AMOUNT
On or after 55 but before 56	$	1,000,000
On or after 56 but before 57	$	1,050,000
On or after 57 but before 58	$	1,100,000
On or after 58 but before 59	$	1,150,000
On or after 59 but before 60	$	1,200,000
60 or later	$	1,250,000

3.2 Vesting Provisions. Notwithstanding Section 4.1 of the Plan, a Specified Executive shall be partially vested in his or her Historic Benefit as follows:

(a) As of December 2, 2004, Robert G. Britz shall be vested in an amount equal to $950,000 of his Historic Benefit; and

(b) As of December 2, 2004, Catherine R. Kinney shall be vested in an amount equal to $900,000 of her Historic Benefit.

PART B

PROVISIONS APPLICABLE TO SIAC PARTICIPANTS

The following provisions of Part B of the Plan apply to SIAC Participants, as defined in Part B of the Plan. Unless otherwise indicated, all Section references in Part B of the Plan are references to the relevant sections of Part B. Defined terms shall have the meaning ascribed in Part A of the Plan to the extent such terms are not defined in this Part B of the Plan .

ARTICLE 1

DEFINITIONS

1.1 “Affiliate Plan” means any defined benefit pension plan maintained by the National Securities Clearing Corporation, the Depository Trust Company, or Depository Trust & Clearing Corporation.

1.2 “Affiliated Organizations” means any of the organizations maintaining an Affiliate Plan.

1.3 “Basic Plan” means, effective as of January 1, 2008, the Revised Retirement Plan for Eligible Employees of the New York Stock Exchange and Subsidiary Companies (as amended and restated effective as of January 1, 2008) and as amended from time to time thereafter, and prior to January 1, 2008, the Revised Retirement Plan for Eligible Employees of the Securities Industry Automation Corporation.

1.4 “Beneficiary” means the person or entity designated by the SIAC Participant on the appropriate form provided by the Administrator to receive the Death Benefits determined under Article 6, or, in the absence of such designation, such SIAC Participant’s estate.

1.5 “Compensation” means (a) base salary paid to a SIAC Participant or deferred by the SIAC Participant during such period and (b) in the case of a SIAC Participant who at any time during his employment with the Employer held the office of Senior Vice President (or a higher office), an amount equal to two-thirds of the amount of any annual Incentive Awards paid to the SIAC Participant or deferred by the SIAC Participant for such period of time; provided that the amount described in clause (b) shall not exceed such SIAC Participant’s base salary. Notwithstanding the foregoing, compensation paid to a Participant with respect to periods after March 31, 2006 shall not be taken into account for purposes of calculating benefits under Part B of the Plan.

1.6 “Deemed Date of Hire” means (a) with respect to any SIAC Participant who begins employment with the Employer or any Affiliated Organization at any time between and including the first day and the fifteenth day of any month, the first day of such month, and (b) with respect to any SIAC Participant who begins employment with the Employer or any Affiliated Organization during any such period at any time between and including the sixteenth day and the last day of any month, the first day of the immediately following month.

1.7 “Determination Period” means the period (a) beginning on the later of (x) the SIAC Participant’s Deemed Date of Hire, or (y) the first day of the calendar year that is the first of the ten consecutive calendar years ending on or prior to the SIAC Participant’s Termination of Employment, and (b) ending on the SIAC Participant’s Termination of Employment. Notwithstanding the foregoing, a SIAC Participant’s Determination Period shall not end later than March 31, 2006.

1.8 “Employer” means NYSE on or after November 1, 2006 and prior to November 1, 2006 shall mean SIAC and/or Sector, Inc.

1.9 “Final Average Annual Compensation” means the five-year average of the total Compensation of a SIAC Participant paid or deferred during (a) the sixty consecutive month period ending on the earlier of the SIAC Participant’s Termination of Employment or March 31, 2006, or (b) the five consecutive full calendar years in the Determination Period for which the total Compensation of such SIAC Participant is greatest, whichever of (a) or (b) is the period for which such total Compensation of such SIAC Participant is greater, subject to the provisions of Article 5. Notwithstanding the foregoing, in computing Final Average Annual Compensation pursuant to (a) above, only the five highest Incentive Awards paid consecutively in such sixty month period shall be taken into account.

1.10 “Grandfathered SIAC Participant” means a SIAC Participant who (a) was an employee of an Employer and a participant in the Prior SIAC SERP on May 18, 2005 and (b) would have been vested pursuant to Section 8.1 of the Prior SIAC SERP in effect on May 18, 2005 if he incurred a Termination of Employment on such date.

1.11 “Historic Benefit” means the benefit calculated pursuant to the Appendix to Part B.

1.12 “Historic SIAC Participant” means an individual who was an employee of the Employer and a Participant in the Prior SIAC SERP on May 18, 2005.

1.13 “Incentive Award” means the total discretionary performance bonus, if any, paid to or deferred by a SIAC Participant by the Employer in respect of a calendar year.

1.14 “Non-Vested Death Benefit” means the benefit payable under the Plan in accordance with Section 6.1 in the event of the death of a SIAC Participant.

1.15 “NYSE” means the NYSE Group, Inc.

1.16 “NYSE Controlled Group” means NYSE and any corporation which is a member of a controlled group of corporations (as defined in Code Section on 414(b)) which includes NYSE and any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with NYSE.

1.17 “Officer” means an officer of the Employer.

1.18 “Prior SIAC SERP” means the Securities Industry Automation Corporation Supplemental Executive Retirement Plan as in effect immediately prior to May 19, 2005.

1.19 “SIAC” means the Securities Industry Automation Corporation.

1.20 “SIAC Participant” means a person covered under Part B of the Plan in accordance with Article 2.

1.21 “SIAC SERP” means the Securities Industry Automation Corporation Supplemental Executive Retirement Plan.

1.22 “Total Disability or Totally Disabled” means an incapacity for which the SIAC Participant is (a) receiving, for at least three months, disability benefits under the NYSE’s Long Term Disability Plan by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (b) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and would be eligible to receive benefits under NYSE’s Long Term Disability Plan if he participated in such plan or (c) for which the SIAC Participant is receiving Social Security disability benefits.

1.23 “Vested Death Benefit” means the benefit payable under the Plan in accordance with Section 6.2 or 6.3 in the event of the death of a SIAC Participant, or in the case of more than one Beneficiary, the portion of such benefit determined by the SIAC Participant on an appropriate form provided by the Administrator.

1.24 “Year of SERP Participation” means each twelve consecutive month period commencing on the date the person becomes a SIAC Participant in the Plan and each anniversary thereof measured to such SIAC Participant’s Termination of Employment.

1.25 “Year of Service” means a period of twelve consecutive months, prior to Normal or Deferred Retirement Date, in which a person is employed by the Employer or, if immediately preceding a period of employment with the Employer, by an Affiliated Organization, with the

SERP 2005

first such period of twelve months commencing on such person’s Deemed Date of Hire by the Employer or Affiliated Organization, as the case may be. Credit will be given for a partial Year of Service with each month of a period of employment equal to one-twelfth of a Year of Service. For this purpose, a SIAC Participant’s period of employment will be measured to the first day of the month preceding his Termination of Employment if such Termination of Employment occurs prior to the sixteenth day of the month and will be measured to the first day of the month following his Termination of Employment if such Termination of Employment occurs on or after the sixteenth day of the month. No credit for benefit determination purposes will be given for any period with respect to which required employee contributions to the Basic Plan or any defined benefit pension plan maintained by the aforementioned companies were not made, or were made and have been, or will be, withdrawn and not repaid in accordance with the provisions of said plan. Notwithstanding the foregoing, a period of employment rendered by a SIAC Participant on or after March 31, 2006 shall not be taken into consideration in computing the amount of a benefit under Part B of the Plan, but shall continue to count for vesting purposes.

ARTICLE 2

ELIGIBILITY

Participants in the SIAC SERP immediately before the Restatement Date who have benefits thereunder which have not been fully paid shall be SIAC Participants in the Plan as of the Restatement Date. No employee became a Participant in the SIAC SERP on or after March 31, 2006.

ARTICLE 3

RETIREMENT INCOME

3.1 Normal or Deferred Retirement Benefit. Except as otherwise provided herein, the Employer will pay to a SIAC Participant a benefit upon his Normal or Deferred Retirement Date calculated as follows, provided the benefit is vested as provided herein:

(a) The SIAC Participant’s Final Average Annual Compensation shall be multiplied by a percentage equal to the sum of:

(i) 2.5% for each of the first ten Years of Service, plus

(ii) 2.0% for each of the next ten Years of Service, plus

(iii) 1.5% for each of the next ten Years of Service, plus

(iv) 1% for each Year of Service in excess of thirty (30).

(b) Less:

(i) the SIAC Participant’s normal retirement benefit (or, if applicable, deferred retirement benefit) payable as a single life annuity, before adjustment for any pre-retirement joint and survivor coverage, received from the Basic Plan and any Affiliate Plan based on Years of Service before March 31, 2006 included in the determination of the benefit calculated in the preceding subparagraph; and

(ii) the SIAC Participant’s Primary Social Security retirement benefit payable at age 65 or, if applicable, his Deferred Retirement Date, as determined by the Administrator, based on the Social Security law in effect in the 2006 calendar year, and assuming no future earnings, indexing, or cost of living adjustments after March 31, 2006.

(c) The remainder resulting from the subtraction in the preceding subparagraph shall be the SIAC Participant’s annual Plan benefit at his Normal or Deferred Retirement Date payable in the form of a single life annuity prior to conversion to the Standard Form.

Notwithstanding the foregoing, the benefit of a Historic SIAC Participant shall not be less than his Historic Benefit, as described in Section 1 of Part II of the Appendix to Part B, but only if the SIAC Participant has satisfied the conditions for a Historic Benefit as described in the Appendix to Part B.

The benefit in subparagraph (b)(i) is calculated assuming the SIAC Participant’s benefit under the Retirement Plan or Affiliate Plan commences at the later of the SIAC Participant’s Termination of Employment or age 55 and is not dependent on when the SIAC Participant elects to receive benefits under the Retirement Plan or Affiliate Plan.

3.2 Payment of Benefits. Benefits shall be paid as described in Article 8.

ARTICLE 4

EARLY RETIREMENT INCOME

4.1 Entitlement to Early Retirement Benefit. A SIAC Participant shall be entitled to a benefit determined under this Article 4 if, upon his Termination of Employment prior to the SIAC Participant’s Normal Retirement Date, the SIAC Participant has completed at least ten Years of Service or completed at least three Years of SERP Participation and reached at least age 55. Such benefit shall be paid as provided in Article 8. In no event shall benefits described in this Article 4 commence before the SIAC Participant has attained age 55.

4.2 Amount of Early Retirement Benefit. A SIAC Participant who retires under Section 4.1 shall receive a benefit calculated as follows:

(a) the benefit determined under Section 3.1(a);

(b) Multiplied by: a percentage equal to 1 (one) minus the product of .04 times the number of years, including fractions of years, elapsing between the date his benefit commences and age 60;

(c) Less: the SIAC Participant’s benefit available as a single life annuity, before adjustment for any pre-retirement joint and survivor coverage as established under the Retirement Plan, and any Affiliate Plan based on Years of Service before March 31, 2006 included in the determination of the benefit calculated in subparagraph (a) above as of the date the SIAC Participant’s benefit commences, assuming the SIAC Participant’s benefits under these plans commenced on the same date as the SIAC Participant’s benefit under this Plan; provided, however, for purposes of this Section 4.2(c), the benefit under the Retirement Plan or Affiliate Plan will be increased or reduced using the Retirement Plan’s or Affiliate Plan’s factors to reflect the assumed date of benefit commencement; and further, provided, that the actual value of any additional benefit realized under the Retirement Plan or any Affiliate Plan as a result of a Participant’s participation in the 2008 VRIP shall not be included in the reduction calculation contemplated herein;”

(d) Less: an amount estimated to be equal to the Primary Social Security retirement benefit for which the SIAC Participant is eligible at age 62 (or later age, if applicable), as determined by the Administrator, based on the law in effect on the date the SIAC Participant’s benefit commences, assuming that there will be no future earnings. Such reduction shall commence at age 62 if the Participant incurs a Termination of Employment prior to age 62, or if a Participant incurs a Termination of Employment after age 62, on the Participant’s Termination of Employment.

(e) The remainder resulting from the subtraction in the preceding paragraphs shall be the SIAC Participant’s annual Plan benefit upon his early retirement payable in the form of a single life annuity prior to conversion to the Standard Form.

Notwithstanding the foregoing, the benefit of a Historic SIAC Participant shall not be less than his Historic Benefit, as described in Section 2 of Part II of the Appendix to Part B of the Plan, but only if the SIAC Participant has satisfied the conditions for a Historic Benefit as described in Section 3 of Part II of the Appendix to Part B; provided that, notwithstanding anything contained herein to the contrary, age and Years of Service for purposes of determining whether the conditions of Section 3 of Part II of the Appendix to Part B have been satisfied shall include any age and service credit received under the 2008 VRIP.

The benefit in subparagraph (c) is calculated assuming the SIAC Participant’s benefit under the Retirement Plan or Affiliate Plan commences at the later of age 55 or the SIAC Participant’s Termination of Employment and is not dependent on when the SIAC Participant elects to receive benefits under the Retirement Plan or Affiliate Plan.

ARTICLE 5

ACCRUAL OF BENEFITS DURING DISABILITY

5.1 Service.

A SIAC Participant whose employment with the Employer terminates as a result of a Total Disability shall continue to accrue Years of Service and Years of SERP Participation under the Plan for benefit accrual and vesting purposes from the onset of the Total Disability until his Normal Retirement Date or until such SIAC Participant’s death or cessation of Total Disability, whichever shall first occur, but in no event later than March 31, 2006. Notwithstanding any of the foregoing, no SIAC Participant who has a Total Disability shall accrue a benefit hereunder after March 31, 2006, but may accrue Years of Service and Years of SERP Participation for vesting purposes to the extent provided above.

5.2 Compensation.

Such SIAC Participant’s Final Average Compensation shall not be less than (a) the total base salary paid by the Employer to such SIAC Participant or deferred by such SIAC Participant during the twelve months preceding such SIAC Participant’s Total Disability, plus, (b) in the case of a SIAC Participant who at any time during his employment with the Employer held the office of Senior Vice President (or a higher office), two-thirds of the average of the annual Incentive Awards paid by the Employer to such SIAC Participant or deferred by such SIAC Participant during the last five annual periods preceding such SIAC Participant’s Total Disability; provided that the amount of any annual Incentive Award included in computing Final Average Compensation shall not exceed the SIAC Participant’s base salary for the applicable annual period. Notwithstanding the foregoing, for purposes of computing Final Average Compensation for a SIAC Participant with a Total Disability, only the five highest Incentive Awards paid consecutively in the five annual periods preceding such SIAC Participant’s Total Disability shall be taken into account. For purposes of this Article V, the phrase “five annual periods” means (i) the sixty consecutive month period immediately preceding the SIAC Participant’s Total Disability or (ii) the last five consecutive full calendar years preceding the SIAC Participant’s Total Disability, whichever period results in the higher benefit. Notwithstanding the foregoing, the Final Average Compensation of a SIAC Participant who is accruing a benefit hereunder as of March 31, 2006 shall be determined as of such date and shall not increase thereafter.

ARTICLE 6

DEATH BENEFITS

6.1 Non-Vested Death Benefit. If a SIAC Participant dies while actively employed by the Employer or on Total Disability prior to having satisfied the vesting requirements of Section 7,1, his Beneficiary shall be entitled to the Non-Vested Death Benefit which shall initially be calculated as a single sum amount, but which shall be payable in the Standard Form commencing on the first day of the month following the later of the date the SIAC Participant would have attained age 55 or the date of death. Such single sum amount shall be equal to (a) 24

times such SIAC Participant’s monthly base salary rate at March 31, 2006 (without regard to any salary reduction agreement in effect for the SIAC Participant on the date of death under any plan maintained by the Employer), plus, (b)(i) in the case of a SIAC Participant who at any time during his employment with the Employer held the office of Senior Vice President, the amount of the annual Incentive Award paid by the Employer to such SIAC Participant or deferred by such SIAC Participant, if any, within the twelve calendar months prior to March 31, 2006 or (ii) in the case of a SIAC Participant who at any time during his employment with the Employer held the office of Executive Vice President or higher office, twice the amount of the annual Incentive Award paid by the Employer to such SIAC Participant or deferred by such SIAC Participant, if any, within the twelve calendar months prior to March 31, 2006. This benefit will be reduced by the Actuarial Equivalent value of any death benefit payable to such Beneficiary from the Part B of the Retirement Plan and any Affiliate Plan (or which would be payable to such Beneficiary if such Beneficiary were named as the SIAC Participant’s beneficiary under the Retirement Plan and/or Affiliate Plan), with respect to the period of Service prior to March 31, 2006, other than any death benefit payable from the Retirement Plan on account of election of the Survivor Income Option under the Employer’s Welfare Plan.

6.2 Vested Death Benefit. If a SIAC Participant dies while actively employed by the Employer at or after completing at least ten Years of Service, or after age 55 and after completing at least three Years of SERP Participation, or at or after attaining age 65, or, alternatively, after age 65 while on Total Disability, the SIAC Participant’s Beneficiary shall be entitled to a Vested Death Benefit which shall be paid in the Standard Form commencing on the first day of the month following the later of the date the SIAC Participant would have attained age 55 or month of death, equal to the following:

(a) the amount calculated under Section 3.1(a) based on Years of Service to March 31, 2006; minus

(b) any death benefit payable to the spouse under the Retirement Plan and any Affiliate Plan based on Years of Service included in the determination of the benefit calculated in Section 6.2(a) above; provided, however, in no event will the Vested Death Benefit payable from this Plan be reduced by any benefits payable on account of participation in the Survivor Income Option under the Employer’s Welfare Plan; minus

(c) the SIAC Participant’s estimated Primary Social Security retirement benefit payable at age 65 (or, if later, at the SIAC Participant’s death) based on the law in effect on the date of death and an assumption that there will be no future earnings.

For this purpose, the Standard Form shall be calculated reflecting the SIAC Participant’s life expectancy and using as the date benefits commence the later of age 55 or the SIAC Participant’s age at the date of his death.

In no event will the Standard Form of payment of the Vested Death Benefit payable to any Beneficiary be less than the Standard Form payable as the Non-Vested Death Benefit under Section 6.1.

6.3 Death After Termination But Prior to Commencement of Benefits. If a terminated SIAC Participant dies after satisfying the vesting requirements of the Plan but prior to the date his benefit commences, his Beneficiary shall be entitled to a Vested Death Benefit payable in the Standard Form determined under Section 6.2 based on the SIAC Participant’s Years of Service as of the date of Termination of Employment or, if earlier, March 31, 2006, commencing on the first day of the month following the later of the date the SIAC Participant would have attained age 55 or the date of the SIAC Participant’s death.

6.4 Death After Commencement of Benefits. If a SIAC Participant dies after the commencement of benefits, but prior to the payment of ten installments, the unpaid installments shall continue to be paid annually to his Beneficiary until, in total, ten annual installments have been paid. However, if the SIAC Participant made an election pursuant to Section 8.3(a), a benefit shall be payable upon the SIAC Participant’s death after commencement of benefits only in accordance with the terms of the distribution option elected by the SIAC Participant pursuant to such Section.

6.5 Change in Beneficiary Designation. A SIAC Participant may change a Beneficiary designation without the consent of any person at any time prior to the SIAC Participant’s death, provided such revised Beneficiary designation is made on the appropriate form provided by the Administrator and is filed with the Administrator (in accordance with procedures established by the Administrator) prior to such SIAC Participant’s death.

6.6 Absence of a Designated Beneficiary. In the absence of an effective Beneficiary designation, the Non-Vested Death Benefit or Vested Death Benefit, as the case may be, in respect of the SIAC Participant shall be paid annually to his estate until, in total (including all payments made prior to death), ten annual installments have been paid.

ARTICLE 7

VESTING OF BENEFITS

7.1 Conditions for Vesting. A SIAC Participant shall be 100% vested in a benefit payable pursuant to Article 3 or 4, provided that, as of his Termination of Employment, he has completed at least ten Years of Service or, alternatively, attained at least age 55 and completed at least three Years of SERP Participation while an employee of an Employer or, prior to March 31, 2006, an Affiliated Organization. In addition, a SIAC Participant shall be 100% vested in a benefit payable pursuant to Article 3 upon attainment of age 65 while in the service of the Employer, or attainment of age 65 while Totally Disabled (provided the SIAC Participant has been Totally Disabled continuously from his Termination of Employment).

Notwithstanding the foregoing, a Historic SIAC Participant shall vest in his Historic Benefit in accordance with Section 3 of Part II of the Appendix to Part B.

7.2 Payment of Vested Benefit. A SIAC Participant, who has satisfied the vesting requirements of Section 7.1 shall be entitled to a benefit following his Termination of Employment, but not earlier than the attainment of age 55. Such benefit shall be paid as provided in Article 8.

7.3 Non-vested Termination of Employment. Except as otherwise provided in the Appendix to Part B with respect to an Historic Benefit, if a SIAC Participant has a Termination of Employment for a reason other than Total Disability, retirement on or after Normal Retirement Date, before completing at least ten Years of Service or reaching age 55, and completing at least three Years of SERP Participation, he shall not receive any benefits under Part B of the Plan.

7.4 Determination of Vested Benefit. Except as otherwise provided in the Appendix to Part B with respect to an Historic Benefit, for the purpose of determining the Plan benefit in which a SIAC Participant vests pursuant to this Article 7, the SIAC Participant’s Plan benefit shall be determined on the basis of his Final Average Compensation and Years of Service at his date of Termination of Employment or, if earlier, March 31, 2006. Except as otherwise provided in the Appendix to Part B with respect to a Historic Benefit, in the event that payment commences prior to the SIAC Participant’s attainment of age 60, the benefit otherwise payable at age 60 will be reduced in accordance with Section 4.2.

7.5 Reemployment. If a former SIAC Participant again becomes reemployed by the Employer, his benefits shall continue to be paid during such reemployment (or shall commence at such time that his retirement benefits shall otherwise commence without regard to the SIAC Participant’s reemployment).

ARTICLE 8

BENEFIT COMMENCEMENT AND FORM OF PAYMENT

8.1 Commencement Date.

(a) Except as provided in this Section 8.1 and Section 8.3, benefits payable to a SIAC Participant shall commence to be paid on the first day of the month coinciding with or first following the applicable date specified below:

(i) with respect to a retirement benefit payable under Article 3, the SIAC Participant’s Normal or Deferred Retirement Date; or

(ii) with respect to an early retirement benefit payable under Article 4, the date of the SIAC Participant’s Termination of Employment prior to his Normal Retirement Date after the SIAC Participant has satisfied the conditions to be entitled to a benefit under Section 4.1 and reached at least age 55, or

(iii) with respect to a vested benefit payable under Section 7.1, the later of the applicable vesting date specified in Section 7.1 or the date the SIAC Participant attains age 55.

In no event shall distribution of a Participant’s benefits commence prior to his Termination of Employment.

(b) In the case of a SIAC Participant who is a Specified Employee and incurs a Termination of Employment on or after November 1, 2006, unless the termination is due to death or Total Disability, distribution of his benefits shall commence on the later of (i) the first day of the calendar month which is at least six (6) calendar months after such Termination of Employment or (ii) the otherwise applicable date determined pursuant to the foregoing provisions of Section 8.1(a), or pursuant to Section 8.3. If distribution of a Participant’s benefit is delayed for six (6) calendar months in accordance with the foregoing, each payment which would have been made earlier under the provisions of the Plan shall be paid at the six month date and increased with interest (at the rate described in Section 1.1 of the Plan) to the deferred distribution date.

(c) With respect to a SIAC Participant who has been an officer of the Employer subject to a six-month delay in the commencement of his benefits under the Plan, but is not a Specified Employee at his Termination of Employment, the amendments made by Section 8.1(b) shall not cause an amount to be paid in 2008 that would not otherwise be payable in 2008 prior to the amendments made by Section 8.1(b).

8.2 Form of Payment. Except as provided in Section 8.3, benefits payable to a SIAC Participant pursuant to Article 3, Article 4 or Section 8.1 shall be paid in the Standard Form.

8.3 Election by Grandfathered SIAC Participants. Notwithstanding Section 8.1 or Section 8.2, each Grandfathered SIAC Participant shall be given an irrevocable election, in accordance with procedures established by the Administrator, to:

(a) Have the form of payment and the time of payment of his benefit determined in accordance with the last election made prior to May 19, 2005 by such Grandfathered SIAC Participant in accordance with the terms of the Prior SIAC SERP, or

(b) Have the form and time of payment of his benefit determined in accordance with the terms of Part B of the Plan as restated herein and as it may subsequently be amended.

Provided, however, that if the Grandfathered SIAC Participant terminates employment prior to having an election made pursuant to Section 8.3(a) in effect for at least twelve (12) months, such election shall be null and void, and such Grandfathered SIAC Participant’s benefit shall be paid pursuant to Section 8.3(b).

APPENDIX TO PART B

HISTORIC BENEFIT

I. DEFINITIONS

Solely for purposes of this Appendix to Part B to the Plan, the following definitions apply:

1. “Compensation” shall mean (a) base salary paid to a SIAC Participant or deferred by the SIAC Participant during such period; plus (b) in the case of a SIAC Participant who at any time during his employment with the Employer was or is a Senior Vice President of the Employer, an amount equal to one-half of the amount of any annual Incentive Awards paid to or deferred by the SIAC Participant for such period of time; and plus (c) in the case of a SIAC Participant who at any time during his employment with the Employer held the office of Executive Vice President or a higher office, an amount equal to the amount of any annual Incentive Awards paid to or deferred by the SIAC Participant for such period of time.

2. “Final Average Annual Compensation” shall mean the three-year average of the total Compensation of a SIAC Participant paid or deferred during (a) the thirty-six consecutive month period ending on the SIAC Participant’s Termination of Employment, or (b) the three consecutive full calendar years in the Determination Period for which the total Compensation of such SIAC Participant is greatest, whichever of (a) or (b) is the period for which such total Compensation of such SIAC Participant is greater, subject to the provisions of Article 5 of Part B. Notwithstanding the foregoing, in computing Final Average Annual Compensation pursuant to (a) above, only the three highest Incentive Awards paid consecutively in such thirty-six month period shall be taken into account.

3. “Years of Service” shall mean, for purposes of Sections 1 and 2 of Part II of this Appendix to Part B, the Historic SIAC Participant’s Years of Service computed under the Prior SIAC SERP as of May 18, 2005.

II. HISTORIC BENEFIT OF HISTORIC SIAC PARTICIPANTS

1. Normal Retirement Date or Deferred Retirement Date. Subject to Section 3 of Part II of this Appendix to Part B, a Historic SIAC Participant’s Historic Benefit commencing on his Normal Retirement Date or Deferred Retirement Date shall be an annual amount equal to the Historic SIAC Participant’s benefit computed under Sections 4.1(a) and (b) of the Prior SIAC SERP using Years of Service, Compensation and Final Average Compensation as defined in Appendix A to the Prior SIAC SERP as of May 18, 2005 and assuming, for purposes of the computation, that such Historic SIAC Participant incurred a Termination of Employment on May 18, 2005.

2. Early Retirement Date. Subject to Section 3 of Part II of this Appendix to Part B, a Historic SIAC Participant’s Historic Benefit commencing on his Early Retirement Date shall be an annual amount equal to an amount computed under Sections 5.2(a)-(d) of the Prior SIAC SERP using Years of Service, Compensation and Final Average Compensation as defined in Appendix A to the Prior SIAC SERP as of May 18, 2005 with the following further modifications and assumptions:

(a) that the Historic SIAC Participant incurred a Termination of Employment on May 18, 2005;

(b) applying the reduction factors described in Sections 5.2(b) and (c) as of such Historic SIAC Participant’s actual benefit commencement date; and

(c) in determining the offset pursuant to Section 5.2(d), using the Social Security law in effect on May 18, 2005.

3. Pre-Conditions for Historic Benefit. Notwithstanding any other provision in the Plan to the contrary, a Historic SIAC Participant shall not be eligible for a Historic Benefit unless such Historic SIAC Participant satisfies the requirements for a vested benefit in accordance with Section 8.1 of the Prior SIAC SERP as of his actual Termination of Employment.

PART C

PROVISIONS APPLICABLE TO AMEX PARTICIPANTS

The following provisions of Part C of the Plan apply to Amex Participants, as defined in Part C of the Plan. Unless otherwise indicated, all Section references in Part C of the Plan are references to the relevant sections of Part C. Defined terms shall have the meaning ascribed in Part A of the Plan to the extent such terms are not defined in this Part C of the Plan.

ARTICLE 1

DEFINITIONS

As used in the Plan the following definitions shall apply:

1.1 “Accrued Benefit.” The Amex Participant’s earned benefit under this Plan, as computed in accordance with the Plan.

1.2 “Actuarial Equivalent.” For purposes of determining the amount of any lump sum payment under the Plan, actuarial equivalence shall be determined using the applicable mortality table specified in Code Section 417(e)(3) and the annual interest rate on 30-year Treasury securities specified by the Commissioner for the third calendar month preceding the first day of the Plan Year during which payment of the Accrued Benefit will be made.

1.3 “Amex Participant.” An Employee covered under Part C of the Plan.

1.4 “Amex Prior Plans.” The Amex Prior Plans as defined in Section 3.3(a).

1.5 “Amex SERP.” The American Stock Exchange LLC Supplemental Executive Retirement Plan.

1.6 “Cause.” For purposes of this Plan, the Company shall have “Cause” to terminate the Amex Participant’s employment upon (i) the willful and continued failure by the Amex Participant to substantially perform the Amex Participant’s duties with the Company (other than any such failure resulting from the Amex Participant’s incapacity due to physical or mental illness), after a demand for substantial performance is delivered to the Amex Participant by the Board which specifically identifies the manner in which the Board believes that the Amex Participant has not substantially performed the Amex Participant’s duties, or (ii) the willful engaging by the Amex Participant in gross misconduct materially and demonstrably injurious to the Company. For purposes of this definition, no act, or failure to act, on the Amex Participant’s part shall be considered “willful” unless done, or omitted to be done, by the Amex Participant not in good faith and without reasonable belief that the Amex Participant’s action or omission was in the best interest of the Company. Notwithstanding the foregoing, the Amex Participant’s employment shall not be deemed to have been terminated for Cause unless and until there shall have been delivered to the Amex Participant a copy of a resolution duly adopted by the affirmative vote of not less than three-quarters of the entire membership of the Board at a meeting of the Board called and held for such purpose (after reasonable notice to the Amex Participant and an opportunity for the Amex Participant, together with the Amex Participant’s

counsel, to be heard before the Board), finding that in the good faith opinion of the Board the Amex Participant was guilty of conduct set forth above in clauses (i) or (ii) of this definition and specifying the particulars thereof in detail.

1.7 “Change in Control of the Company.” A “Change in Control of the Company” shall be deemed to have occurred consistent with the provisions of Section 409A of the Code and any Treasury Regulations or other guidance issued thereunder.

1.8 “Company.” American Stock Exchange LLC, its affiliates and subsidiaries, prior to October 1, 2008 and NYSE Group, Inc. on and after October 1, 2008.

1.9 “Credited Service.” The service credited to an Amex Participant as “Service” under the Retirement Plan but beginning only as of January 1, 2005, except with respect to the Pre-Retirement Death Benefit, where all Service of the Amex Participant will be taken into account, and except as with respect certain Amex Participants who are subject to Section 3.3(b) (relating to prior service with the NASD), who will be deemed to have earned Credited Service from their respective dates of hire. Credited Service after December 31, 2008 shall not be counted for purposes of determining the amount of a Participant’s Accrued Benefits or Pre-Retirement Death Benefit under this Part C of the Plan.

1.10 “Final Average Compensation.” The Amex Participant’s (i) average base pay for the sixty consecutive months of employment prior to December 31, 2008 for which his base pay was the highest plus (ii) one third ( ¹/3) of the Amex Participant’s average earned incentive compensation over the last five years prior to the Amex Participant’s retirement or other Termination of Employment. (but not later than December 31, 2008). For purposes of this paragraph, the Amex Participant’s employment with a predecessor of the Company shall also be taken into account.

1.11 “Offset Amount.”

(a) For Senior Vice Presidents, the Offset Amount as of the date of payment shall equal the sum of (i) the Amex Participant’s benefit in the Retirement Plan in the form of a single life annuity as of the date of payment hereunder (including any actuarial reductions applicable under the terms of the Retirement Plan) plus (ii) the Actuarial Equivalent amount (as of the date of payment hereunder) of the Amex Participant’s Social Security Benefit at age 62 (or later, if the Amex Participant has already attained age 62).

(b) For Amex Participants with a more senior rank than Senior Vice President, the Offset Amount shall be equal to the Amex Participant’s benefit under the Retirement Plan in the form of a single life annuity as of the date of payment hereunder (including any actuarial reductions applicable under the terms of the Pension Plan).

(c) For any Amex Participant who is a Senior Vice President and who was a participant in an Amex Prior Plan, the Offset Amount described in subparagraph (a)(ii) above shall be further adjusted by multiplying it by a fraction, the numerator of which is the Amex Participant’s Credited Service taking into account only periods on

and after January 1, 2005 and the denominator of which is the Amex Participant’s total Service, including any service earned prior to January 1, 2005 with any predecessor of the Company.

The benefit in subparagraph (a)(i) and (b) is calculated assuming the Participant’s benefit under Part C of the Retirement Plan commences on the date of the Participant’s Termination of Employment and is not dependent on when the Participant elects to receive benefits under the Retirement Plan.

1.12 “Retirement Plan.” Part C of the Retirement Plan on and after January 1, 2009 and the American Stock Exchange LLC Employees Retirement Plan prior to January 1, 2009.

1.13 “Service.” Service shall have the meaning ascribed thereto in Part C of the Retirement Plan and shall include Service prior to January 1, 2005. Notwithstanding anything in the previous sentence to the contrary, Service for all purposes of this Plan shall only take into account such periods of time when the Amex Participant shall actually have been a Participant in this Plan, the Amex SERP or in a predecessor thereto.

1.14 “Social Security Benefit.” The monthly amount (as determined by the Committee) that an Amex Participant would be entitled as of the earlier of the date of the Amex Participant’s Termination of Employment or December 31, 2008 (based on an assumption that the Amex Participant has no further earnings considered after the earlier of the Amex Participant’s Termination of Employment or December 31, 2008 and without regard to changes in the Social Security laws or cost of living increases in Social Security benefits after the earlier of the date of the Amex Participant’s Termination of Employment or December 31, 2008 ) under Section 402 of Title II of the Social Security Act as a monthly “old-age insurance benefit,” then in effect, on his own (and not as a Spouse or otherwise) and without any reduction or deduction (for earnings or otherwise), determined as if such benefit commenced in the first month, coinciding with or next following the commencement of the Participant’s Accrued Benefit, in which such benefit under the Social Security Act could be payable to the Participant.

ARTICLE 2

ELIGIBILITY

Participants in the Amex SERP on December 31, 2008 who have benefits under the Amex SERP which have not been fully paid shall be Amex Participants in the Plan as of the January 1, 2009. No employee became a Participant in the Amex SERP on or after October 1, 2008.

ARTICLE 3

AMOUNT OF ACCRUED BENEFIT

3.1 Calculation of Accrued Benefit.

(a) The annual Accrued Benefit payable under the Plan for an Amex Participant who is a Senior Vice President shall be an amount equal to the product of (i) four

percent (4%) of Final Average Compensation multiplied by (ii) years of Credited Service, up to a maximum of fifteen (15) years of Credited Service, for a maximum Accrued Benefit of sixty percent (60%) of such Amex Participant’s Final Average Compensation; which amount shall be reduced by one-quarter of one percent (.25%) for each month by which the Amex Participant’s payment date hereunder precedes such Amex Participant’s attainment of age 62. The Offset Amount shall be subtracted from this amount to arrive at the final Accrued Benefit. If the resulting amount is a negative number, the final Accrued Benefit under this Plan shall be deemed to be zero.

(b) The annual Accrued Benefit payable under the Plan for an Amex Participant with a title more senior than Senior Vice President shall be an amount equal to the product of (i) six percent (6%) of Final Average Compensation multiplied by (ii) years of Credited Service, up to a maximum of ten (10) years of Credited Service, for a maximum Accrued Benefit of sixty percent (60%) of such Amex Participant’s Final Average Compensation; which amount shall be reduced by one-quarter of one percent (.25%) for each month by which the Amex Participant’s payment date hereunder precedes such Amex Participant’s attainment of age 62. The Offset Amount shall be subtracted from this amount to arrive at the final Accrued Benefit. If the resulting amount is a negative number, the final Accrued Benefit under this Plan shall be deemed to be zero.

(c) The maximum gross (before subtracting the Offset Amount) Accrued Benefit under this Plan of 60% of an Amex Participant’s Final Average Compensation shall be reduced for all Amex Participants by the Actuarial Equivalent of the amount payable under the Amex Prior Plans, stated as an annual benefit for the Participant’s life. The benefit in subparagraph (c) is calculated assuming the Participant’s benefits under the Amex Prior Plans commence on the Participant’s Termination of Employment and is not dependent on when the Participant elects to receive benefits under the Retirement Plan.

3.2 No Interest Created. Neither the Amex Participant nor his surviving spouse or beneficiary shall have any interest in any specific asset of the Company, including policies of insurance. The Amex Participant and his surviving spouse or beneficiary shall have only the right to receive the benefits provided under the Plan.

3.3 Prior Plans.

(a) Amex Participants who were first employed by the American Stock Exchange, Inc. (a predecessor of the Company) participated in either or both of the (i) American Stock Exchange Inc. Supplementary Retirement and Savings Plan and the (ii) American Stock Exchange Inc. Supplementary Retirement and Savings Plan – A (collectively the “Amex Prior Plans”), both of which are nonqualified executive plans, and both of which were frozen as of December 31, 2004. The Employer has kept a list of the Participants in such plans and the benefit that each such Participant had earned in the Amex Prior Plans as of December 31, 2004. No further benefits accrue to any participant in such plans as of January 1, 2005. Any amounts accrued under such plans as of December 31, 2004 shall be paid by the Company as of whatever date such payments would have been made under those plans and in whatever form payments would have been made under those plans. To the extent that such plans included an earnings component, whereby earnings on a notional nonqualified amount are added periodically to the

nonqualified amount, such earnings shall continue to be added on and after January 1, 2005 and shall be subject to the terms of such Amex Prior Plans and effective October 1, 2008, any administrative procedures with respect to crediting of such earnings adopted by the NYSE.

(b) Amex Participants who were first employed by the National Association of Securities Dealers, Inc. (“NASD”) (a predecessor of the Company) shall be deemed to have participated in this Plan effective as of their respective dates of hire, notwithstanding the effective date of the Plan being January 1, 2005.

3.4 Form of Payment. The Accrued Benefit shall be paid to the Amex Participant in a single sum payment which shall be the Actuarial Equivalent of the Accrued Benefit.

3.5 Commencement of Benefits. The benefit payable to an Amex Participant under the Plan shall be paid on the first day of the month coincident with or next following his Termination of Employment, except that in the case of an Amex Participant who is a Specified Employee, payment shall not in any event be made until the first business day of the month which is at least six months after the date of his Termination of Employment (or, if earlier, (a) the date of death or (b) the later of Termination of Employment or Disability of the Amex Participant). If distribution of a Participant’s benefit is delayed for six (6) calendar months in accordance with the foregoing, the single sum payment which would have been made earlier under the provisions of the Plan shall be paid at the six month date and increased with interest (at the rate described in Section 1.2 of the Plan) to the deferred distribution date.

3.6 Vesting. The Company shall have no obligation to pay the Accrued Benefit to the Amex Participant if the Amex Participant terminates employment with the Company for any reason (i) prior to age 55, or (ii) with less than ten (10) years of Service. Additionally, no payment shall be made to an Amex Participant whose employment is terminated for Cause.

ARTICLE 4

PRE-RETIREMENT DEATH BENEFIT

If the Amex Participant dies while employed by the NYSE after attaining age 55 and completing ten (10) years of Credited Service (including service after December 31, 2008 for purposes of qualifying for a death benefit, but not for purposes of determining the amount of the death benefit), the Company will pay a death benefit to the Amex Participant’s surviving spouse or other beneficiary calculated as described herein. Such death benefit shall be in lieu of the Accrued Benefit otherwise payable under Article 3. The survivor of an Amex Participant who dies while in a higher position than a Senior Vice President shall receive an amount equal to three times the Amex Participant’s base salary at the earlier of time of his death or December 31, 2008, and the survivor of a Senior Vice President shall receive an amount equal to one-half of the Amex Participant’s base salary at the earlier of the time of his death or December 31, 2008. All death benefits payable as computed hereunder shall be payable in 120 monthly installments over a period of ten years, commencing on the first day of the month coincident with or next following the Amex Participant’s death. No benefit shall be payable under this Plan to the survivor of an Amex Participant who commits suicide.

ARTICLE 5

COVENANTS OF AMEX PARTICIPANT

By accepting payments hereunder the Amex Participant covenants that for a period of three (3) years after the Amex Participant leaves the employment of the Company, he will not engage in any activities which, in the opinion of the Company, are in competition with the Company or any of its subsidiaries without first obtaining the written consent of the Company; provided, however, that this provision shall not apply if, within five (5) years after a Change in Control of the Company, the Amex Participant’s employment with the Company is terminated by the Company without Cause.

ARTICLE 6

LOSS OF BENEFITS

If the Amex Participant fails to observe or perform any of the covenants by the Amex Participant contained herein in any material respect, the Amex Participant shall forfeit all rights which he may have to any benefits for which provision is made herein. Additionally, if the Amex Participant shall already have received all or part of his benefit from this Plan, he shall be required to repay any amounts received. The Company shall further be entitled to injunctive relief and any applicable equitable remedies in order to prevent a failure by the Amex Participant to comply with the covenants contained herein.

IN WITNESS WHEREOF, NYSE Group, Inc. has executed this amended and restated Plan, effective as of December 31, 2008, except as otherwise provided in the Plan, this 22^nd day of December, 2008.

NYSE GROUP, INC.
By
	Leroy M. Whitaker, Senior Vice-President

EX-10.51

Exhibit 10.51

NEW YORK STOCK EXCHANGE, INC.

CAPITAL ACCUMULATION PLAN

Amended and Restated

Effective as of January 1, 2005

(Reflecting Amendments Adopted through December 31, 2008)

New York Stock Exchange, Inc.

Capital Accumulation Plan

The New York Stock Exchange, Inc. Capital Accumulation Plan (the “Plan”) was adopted, effective as of January 1, 1998, in order to provide supplemental retirement benefits to a select group of management and highly compensated employees of the New York Stock Exchange, Inc. The Plan was thereafter amended. The Plan is now amended and restated effective as of January 1, 2005 (the “Restatement Date”) to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). This document reflects amendments adopted through December 31, 2008.

The benefits of any Participant who incurred a Termination of Employment, as defined herein, prior to January 1, 2005, or the surviving beneficiary of any deceased Participant who died prior to January 1, 2005, shall be governed under the terms of the Plan in existence at the time of the Participant’s Termination of Employment (including as a result of death), except as otherwise specifically provided in the Plan. Notwithstanding the foregoing, the form and timing of distribution of any benefits under the Plan to any individual which commence on or after the Restatement Date shall be determined under the provisions of this Plan.

1. DEFINITIONS. For purposes of this Plan, the following definitions apply:

(a) “Accumulation Account” means the individual account established by the NYSE for a Participant to which book entry contributions made to the Plan on behalf of a Participant and Earnings thereon shall be credited.

(b) “Accumulation Benefits” means the vested portion of Accumulation Account.

(c) “Beneficiary” means the person or persons (if any) designated or deemed designated by the Participant under the New York Stock Exchange, Inc. Supplemental Executive Savings Plan (the “SESP”) to receive his benefits under the SESP in the event of the Participant’s death. If a Participant is not a participant under the SESP, the Participant’s Beneficiary shall be, unless otherwise specified by the Participant in a written election filed with the Committee upon such form and in such manner as specified by the Committee, the person or persons (if any) designated or deemed designated by the Participant under the New York Stock Exchange and Subsidiary Companies Employee Savings Plan (the “Savings Plan”) to receive his benefits under the Savings Plan in the event of the Participant’s death. If a Participant is not a participant under the SESP or the Savings Plan, the Participant’s Beneficiary shall be, unless otherwise specified by the Participant in a written election filed with the Committee upon such form and in such manner as specified by the Committee, the person or persons (if any) designated or deemed designated by the Participant under the New York Stock Exchange, Inc. ICP Award Deferral Plan (the “ICP Plan”) to receive his benefits under the ICP Plan in the event of the Participant’s death. If a Participant is not a participant under the SESP, the Savings Plan, or the ICP Plan, the Participant’s Beneficiary shall be, unless otherwise specified by the Participant in a written election filed with the Committee upon such form and

in such manner as specified by the Committee, the Participant’s estate. In the event that two (2) or more persons are the Participant’s Beneficiary under the SESP, the Savings Plan, or the ICP Plan, as applicable, then each such person shall be entitled to receive payment under this Plan in the same proportion as the proportion of benefits such person is entitled to receive under the SESP, the Savings Plan, or the ICP Plan, as applicable.

(d) “Board” means the Board of Directors of the NYSE, and on or after January 1, 2008, the Board of Directors of NYSE Group.

(e) “Code” means the Internal Revenue Code of 1986, as amended.

(f) “Committee” means the Committee of at least two (2) individuals appointed by the Board for purposes of administering the Plan, or any successor committee. If a Participant serves on the Committee, such Participant shall not be authorized to make any determinations or decisions with respect to his participation hereunder or with respect to payment of Accumulation Benefits to such Participant hereunder.

(g) “Disability” means an incapacity for which the Participant is (1) receiving, for at least three months, disability benefits under the NYSE’s or NYSE Group’s Long Term Disability Plan by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (2) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and would be eligible to receive benefits under NYSE’s or NYSE Group’s Long Term Disability Plan if he or she participated in such plan or (3) for which the Participant is receiving Social Security disability benefits.

(h) “Earnings” means, for any Plan Year, earnings on amounts in the Accumulation Account computed in accordance with Section 4 hereof, and credited as a book entry to the Participant’s Accumulation Account.

(i) “Employer” means NYSE Group, Inc., NYSE, SIAC and any of such entities’ Subsidiaries.

(j) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(k) “409A Transition Calendar Year” means 2006, 2007 or 2008.

(l) “Grandfathered Account” means a Participant’s Accumulation Account which is accrued and vested as of December 31, 2004 and any Earnings thereon.

(m) “ICP” means the annual incentive compensation plan adopted by the NYSE, effective as of January 1, 1984, as amended from time to time.

(n) “ICP Award” means the amount payable (or would have been paid if not for an election made pursuant to the New York Stock Exchange, Inc. ICP Award Deferral Plan to defer all or a portion of such amounts) under the ICP to a Participant pursuant to the terms of ICP.

(o) “LTIP” means the NYSE Long Term Incentive Plan, effective as of April 4, 1996, as amended from time to time.

(p) “LTIP Award” means the amount payable under the LTIP to a Participant pursuant to the terms of the LTIP.

(q) “Non-Grandfathered Account” means the Participant’s Accumulation Account less his Grandfathered Account, if any, and any Earnings on such net amount.

(r) “NYSE” means the New York Stock Exchange, Inc. and any successor by merger, consolidation, purchase or otherwise. Effective March 6, 2006, NYSE means the New York Stock Exchange LLC and any successor by merger, consolidation, purchase or otherwise.

(s) “NYSE Controlled Group” means NYSE and any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes NYSE and any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with NYSE.

(t) “NYSE Group” means NYSE Group, Inc.

(u) “Participant” means each of the employees set forth on Exhibit A hereto and any other employee who is designated as a Participant in this Plan by the Human Resources Policy and Compensation Committee of the Board. An individual who was designated as a Participant in this Plan and has a balance in his Accumulation Account but who has incurred a Termination of Employment or has been designated as ineligible to continue to participate in the Plan shall not be eligible to have further book entry contributions made to his Accumulation Account pursuant to the provisions of the Plan. Notwithstanding any contrary provision contained herein, no person shall be designated as, or shall become, a Participant in this Plan on or after January 1, 2004.

(v) “Performance Award” means the ICP Award and/or the LTIP Award. Notwithstanding the foregoing, effective May 1, 2001, “Performance Award” shall mean only the ICP Award.

(w) “Plan” means the New York Stock Exchange, Inc. Capital Accumulation Plan.

(x) “Plan Year” means the twelve (12) month period ending December 31.

(y) “Restatement Date” means January 1, 2005.

(z) “Savings Plan” means the New York Stock Exchange and Subsidiary Companies Employee Savings Plan, as amended from time to time.

(aa) “Spouse” means a Participant’s legal spouse at the time of the Participant’s death.

(bb) “Specified Employee” means a Participant who, as of the date of his Termination of Employment, is a key employee (as defined under Code Section 416(i)(1)(A)(i), (ii) or (iii) but determined without reference to Code Section 416(i)(5)) of the Employer, as determined in accordance with the rules and procedures specified by the Committee in accordance with the requirements of Section 409A of the Code and the Treasury Regulations issued thereunder. The status of a Participant as a Specified Employee during the Measurement Period (defined herein) shall be determined annually on December 31st of the Plan Year immediately preceding the Measurement Period (“Identification Date”). The Measurement Period shall be the twelve (12) month period beginning on the April 1st succeeding the Identification Date for which it relates and ending on the March 31st of the following Plan Year.

(cc) “Termination of Employment” means the termination of employment of an Employee with the NYSE Controlled Group for any reason whatsoever, including but not limited to death, Disability, retirement, resignation or involuntary termination, provided, that, such employment termination constitutes a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Treasury Regulations issued thereunder.

2. CONTRIBUTIONS AND AMOUNT OF ACCUMULATION BENEFITS

(a) Notwithstanding any provision in the Plan to the contrary, no book entry contributions shall be made by the NYSE to a Participant’s Accumulation Account with respect to a Participant’s LTIP Award after May 1, 2001.

NYSE shall make book entry contributions to the Accumulation Account of a Participant equal to the Participant’s ICP Award multiplied by the percentage set forth on Exhibit B corresponding to the Participant’s name. Notwithstanding any other provision of the Plan to the contrary, the Plan is frozen, effective as of January 1, 2004, and no book entry contribution shall be made or credited pursuant to this Section 2(a) to any Accumulation Account with respect to amounts earned for services performed after December 31, 2003.

(b) Earnings shall be credited to a Participant’s Accumulation Account as provided in Section 4 below.

3. VESTING

(a) A Participant shall become vested in his Accumulation Account based on his age while continuously employed by the NYSE or NYSE Group, as follows:

AGE	% Vested
Younger than 50	0	%
50 but younger than 51	10	%
51 but younger than 52	20	%
52 but younger than 53	30	%
53 but younger than 54	50	%
54 but younger than 55	70	%
55 and older	100	%

Notwithstanding the foregoing, effective May 1, 2001, the portion of a Participant’s Accumulation Account attributable to book entry contributions credited after May 1, 2001 and Earnings thereon shall become vested based on the Participant’s age while continuously employed by the NYSE or NYSE Group, as follows:

AGE	% Vested
Younger than 55	0	%
55 but younger than 56	10	%
56 but younger than 57	20	%
57 but younger than 58	30	%
58 but younger than 59	50	%
59 but younger than 60	70	%
60 and older	100	%

(b) The Human Resources Policy and Compensation Committee of the Board, in its sole discretion, may vest a Participant in the Participant’s Accumulation Account with respect to any Participant who incurs a Termination of Employment at the initiation of the NYSE or NYSE Group, as determined in the sole discretion of the Human Resources Policy and Compensation Committee of the Board. Any vesting pursuant to this paragraph shall only be effective if made in writing.

(c) Notwithstanding any other provision to the contrary, if any Participant shall die or incur a Disability while he is employed by the NYSE or NYSE Group, the Participant’s entire interest in his Accumulation Account shall fully vest.

4. MEASUREMENT OF EARNINGS

(a) Earnings on the non-vested portion of a Participant’s Accumulation Account shall be computed using a rate established by the Committee. The Committee may change the designated measuring alternative at any time as it may determine, in its sole discretion. The Committee shall credit the Earnings computed under this Section 4(a), to the balance in each Participant’s Accumulation Account as of the last business day of each calendar month, or such other dates which are selected by the Committee in its sole discretion.

(b) The measurement of Earnings on the vested portion of an Accumulation Account shall be selected by each Participant in writing, on a form prescribed by the Committee, from among the measuring alternatives offered by the Committee for the measuring of Earnings. Each Participant may change the selection of his measuring alternatives for measuring of Earnings on Accumulation Benefits as of the beginning of any calendar month (or at such other times and in such manner as prescribed by the Committee, in its sole discretion), subject to such notice and other administrative procedures as established by the Committee. The Committee shall credit the Earnings computed under this Section 4(b) to the balance in each Participant’s Accumulation Account as of the last business day of each calendar month, or such other dates as are selected by the Committee in its sole discretion, at a rate equal to the performance of the measuring alternatives selected by the Participant for the calendar month (or such other applicable period) to which such selection relates.

(c) The Committee may, in its sole discretion, establish rules and procedures for the crediting of Earnings factors and the election of measuring alternatives pursuant to this Section 4. Any such rules and procedures shall be attached to the Plan as Exhibit C.

5. PAYMENT OF ACCUMULATION BENEFITS

(a) Within thirty (30) days following the date an employee is designated as a Participant, he may make an election regarding the form and timing of his future receipt of Accumulation Benefits from the Plan, which election shall be deemed to be valid and binding hereunder. A Participant may elect to receive his Accumulation Benefits in the standard lump sum distribution form or in approximately equal annual installments, over a period as elected by the Participant but not in excess of twenty (20) years, to commence as soon as administratively feasible following (i) his Termination of Employment (other than by reason of death) or (ii) the January 1 next following his Termination of Employment, as elected by the Participant at the time of such initial election. The Accumulation Account of a Participant who elects to receive annual installment payments shall continue to be credited with Earnings until the final installment is paid. The Non-Grandfathered Accounts of any Participant which are paid pursuant to such election on or after the Restatement Date shall be paid in the manner and at the time described in Section 5(c) or, in the event of the Participant’s death, Section 5(e). If a Participant does not make an installment election, Accumulation Benefits shall be paid to him in a single lump sum as soon as administratively feasible after his Termination of Employment with respect to a Grandfathered Account and on the first day of the month coincident with or next following his Termination of Employment with respect to a Non-Grandfathered Account, subject to the rules in paragraphs (b) and (c) below; provided, that the rules in paragraphs (d) and (e) below will apply in the event of the Participant’s death.

(b) A Participant may make an election or change his existing election with respect to his Grandfathered Account, on a form prescribed by and filed with the Committee, at any time at least one (1) year prior to his Termination of Employment, to receive his Accumulation Benefits in a lump sum or in approximately equal annual installments, over a period as elected by the Participant but not in excess of twenty (20) years, and commencing as soon as administratively feasible following (i) his Termination of Employment (other than by reason of death) or (ii) the January 1 next following his Termination of Employment as the Participant elects.

(c) Effective as of the Restatement Date, a Participant may make an election or change his existing election, on a form prescribed by and filed with the Committee, to receive his Non-Grandfathered Account in a lump sum or in approximately equal annual installments, over a period as elected by the Participant, but not in excess of twenty (20) years, with each installment equaling the balance in the Participant’s Non-Grandfathered Account immediately prior to the date of distribution, divided by the number of unpaid installments. Distributions shall commence on (i) the first day of the month coincident with or next following his Termination of Employment (other than by reason of death) or (ii) the January 1 next following his Termination of Employment, as the Participant elects, and continue on each annual anniversary date of the first date of payment until all payments the Participant has elected have been paid, provided, that (iii) the Participant has made and filed with the Committee an election on or prior to December 31, 2008. A Participant will not be permitted to make or revise a payment election with respect to his Non-Grandfathered Account after December 31, 2008. An election or a change to an existing election with respect to a Participant’s Non-Grandfathered Account made in a 409A Transition Calendar Year may only apply to amounts that would not otherwise be payable in that 409A Transition Calendar Year and may not cause an amount to be paid in that 409A Transition Calendar Year that would not otherwise be paid in that 409A Transition Calendar Year. Notwithstanding the foregoing, in the event a Participant is a Specified Employee, his Non-Grandfathered Account shall commence to be paid on the later of the date such Account would otherwise be paid under this paragraph (c) or the date 6 months following the date of such Participant’s Termination of Employment unless the termination is due to Disability or death, and the first payment shall include any payments that would have been made during such six-month period if the Participant were not a Specified Employee.

(d) If a Participant dies prior to receiving his total Grandfathered Account, the unpaid portion of such Grandfathered Account shall be paid to the Participant’s Beneficiary in a single lump sum, as soon as administratively feasible following the Participant’s death; provided, however, that the Participant shall have the right, in a writing filed with the Committee, to make elections, prior to his

Termination of Employment, to have all or a portion of such Grandfathered Account payable or remaining payable at his death to be paid to his Spouse (i) in approximately equal annual installments, over a period as elected by the Participant but not in excess of the lesser of twenty (20) years or the remaining installments if the Participant is already receiving installments, and (ii) to commence as soon as administratively feasible following (i) his death or (ii) the January 1 next following his death, as elected by the Participant. Such elections (or any election to revoke or change a prior election) must be made and filed with the Committee at least one year prior to the earlier of the Participant’s death or Termination of Employment, provided, however, that the initial election of an employee shall be binding if filed with the Committee prior to the end of the thirty (30) day period commencing on the date the employee first becomes a Participant. If the Participant shall not have a Spouse at the time of his death, the unpaid portion of the Participant’s Grandfathered Account shall be paid to the Participant’s Beneficiary in a single lump sum, as soon as administratively feasible following the Participant’s death.

(e) The Beneficiary of a Participant who dies prior to receiving his total Non-Grandfathered Account shall receive the unpaid portion of such Non-Grandfathered Account in a single lump sum, on the first day of the month coincident with or next following the Participant’s death; provided, however, that the Participant shall have the right, in a writing filed with the Committee, to make elections to have all or a portion of such Non-Grandfathered Account payable or remaining payable at his death to be paid to his Spouse (i) in approximately equal annual installments, over a period as elected by the Participant but not in excess of the lesser of twenty (20) years or the remaining installments if the Participant is already receiving installments. Each such installment shall equal the balance in the Participant’s Non-Grandfathered Account immediately prior to the date of distribution, divided by the number of unpaid installments and shall be paid on the annual anniversary of the first such payment. Each such distribution shall commence on (A) the first day of the month coincident with or next following the Participant’s death or (B) the January 1 next following his death, as elected by the Participant. Such elections (or any election to revoke or change a prior election) must be made and filed with the Committee prior to the earliest of the Participant’s death, Termination of Employment or December 31, 2008; provided, however, that the initial election of an employee shall be binding if filed with the Committee prior to the end of the thirty (30) day period commencing on the date the employee first becomes a Participant. If the Participant shall not have a Spouse at the time of his death, the unpaid portion of the Participant’s Non-Grandfathered Account shall be paid to the Participant’s Beneficiary in a single lump sum, on the first day of the month coincident with or next following the Participant’s death, provided, that if the form is other than a single lump sum, the Participant has made and filed with the Committee an election as to death benefits on or prior to December 31, 2008. A Participant will not be permitted to make or revise a payment election with respect to death benefits from his Non-Grandfathered Account after December 31, 2008.

(f) Notwithstanding any provision of the Plan to be contrary, any distribution from the Plan to a trust or estate which is the Beneficiary of a Participant shall be made in a lump sum, and in the case of a Non-Grandfathered Account, shall be paid on the first day of the month coincident with or next following the Participant’s Termination of Employment.

6. FORFEITURE

The Human Resources Policy and Compensation Committee of the Board may forfeit the benefits of a Participant (or his Beneficiary, if the Participant has died) under the Plan in the event that the Participant is discharged for willful, deliberate, or gross misconduct, or if such grounds exist at the time of the Participant’s Termination of Employment even if such Termination of Employment is for other reasons. Such determination, and whether or not benefits shall be forfeited shall be determined by the Human Resources Policy and Compensation Committee of the Board in its sole discretion, based on the relevant facts and circumstances.

7. CLAIMS PROCEDURE

(a) The Committee shall appoint an administrator (“Administrator”) who shall have the authority and discretion to determine all initial claims for benefits under the Plan by Participants or their Beneficiaries based on the Plan documents. Within ninety (90) days after receiving a claim (or within forty-five (45) days if the claim involves a determination of Disability (“Disability Claim”)), the Administrator shall notify the Participant or Beneficiary of his decision in writing, giving the reasons for the decision, if adverse to the claimant, and the other required information specified in this Section 7. The 90-day period may be extended for up to one hundred and eighty (180) days (or in the case of a Disability Claim, for seventy-five (75) days or up to a maximum of one hundred and five (105) days), if the claimant is notified of the need for additional time, including notification of the reason for the delay. Notification of the need for an extension shall be provided by the Administrator to the claimant prior to the end of the initial 90-day period or initial 45-day period in the case of a Disability Claim. If the decision is adverse to the claimant, the Administrator shall advise the claimant of the specific reason(s) for the denial, the Plan provisions involved, of any additional information or material that he must provide to perfect his claim and why, and of his right to request a review of the decision, the procedures to be followed and the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination.

(b) A claimant may request a review of an adverse decision by written request to the Committee made within sixty (60) days (or within one hundred and eighty days (180) days, if a Disability Claim) after receipt of the decision. The claimant, or his duly authorized representative, may review pertinent documents and submit written issues and comments. In the case of a Disability Claim, if the Administrator is also a member of the Committee, such Administrator shall not be permitted to review the appeal of such claim.

(c) Within sixty (60) days (or within forty-five (45) days if a Disability Claim), after receiving a request for review, the Committee shall notify the claimant in writing of (i) its decision; (ii) the specific reasons for the adverse benefit determination, with references to the specific Plan provisions upon which the denial is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim; and (iv) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA. If the Committee determines that additional time is needed to review the claim, the initial 60-day period (or initial 45-day period in the case of a Disability Claim) may be extended by 60 days from the end of the initial 60-day period or, in the case of a Disability Claim, by 45 days from the end of the initial 45-day period. The extension notice will indicate the special circumstances requiring the extension and will indicate the date by which the Committee expects to make a determination upon review.

(d) The Committee may at any time alter the claims procedure set forth above, so long as the revised claims procedure complies with Section 503 of ERISA, and the regulations issued thereunder (“ERISA Claims Procedure Rules”). For the avoidance of doubt, the provisions of the ERISA Claims Procedure Rules are incorporated herein by reference.

(e) The Administrator and the Committee shall have the full power and authority to interpret, construe and administer this Plan in their sole discretion based on the provisions of the Plan documents and to decide any questions and settle all controversies that may arise in connection with the Plan. Interpretations and constructions of the Plan made by the Administrator and the Committee and actions taken thereunder, made in their sole discretion, including any valuation of the Accounts, any determination under this Section 7, or the amount of the payment to be made hereunder, shall be based on the Plan documents and shall be final, binding and conclusive on all persons for all persons. Neither the Administrator nor any member of the Committee (or any designee of the Committee) shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan. To the extent that a form prescribed by the Committee (or its designee) to be used in the operation and administration of the Plan does not conflict with the terms and provisions of the Plan document, such form shall be evidence of (i) the Committee’s interpretation, construction and administration of this Plan and (ii) decisions or rules made by the Committee (or its designee) pursuant to the authority granted to the Committee under the Plan.

8. CONSTRUCTION OF THE PLAN

(a) This Plan is “unfunded” and Accumulation Benefits payable hereunder shall be paid by the NYSE out of its general assets. Participants and their Beneficiaries shall not have any interest in any specific asset of the NYSE as a result of this Plan. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust of any kind, or

a fiduciary relationship between the NYSE, the Committee, and the Participants, their Beneficiaries or any other person. Any funds which may be invested under the provisions of this Plan shall continue for all purposes to be part of the general funds of the NYSE and no person other than the NYSE shall by virtue of the provisions of this Plan have any interest in such funds. To the extent that any person acquires a right to receive payments from the NYSE under this Plan, such right shall be no greater than the right of any unsecured general creditor of the NYSE. The NYSE may, in its sole discretion, establish a “rabbi trust” to pay Accumulation Benefits hereunder.

(b) All consents, elections and other actions required or permitted to be made by Participants or other persons under the Plan shall be made in writing on such forms and in such manner as the Committee (or its designee) may require from time to time. Forms shall be effective only if filed with the Committee (or its designee).

9. LIMITATION OF RIGHTS

Nothing contained herein shall be construed as conferring upon an employee the right to continue in the employ of the NYSE or NYSE Group as an employee or in any other capacity or to interfere with the right of the NYSE or the NYSE Group to discharge him at any time for any reason whatsoever.

10. PAYMENT NOT SALARY

Any Accumulation Benefits payable under this Plan or any book entry made to an Accumulation Account shall not be deemed salary or other compensation to the employee for the purposes of computing benefits to which he may be entitled under any pension plan or other arrangement of the NYSE or NYSE Group maintained for the benefit of its employees.

11. SEVERABILITY

In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision never existed.

12. WITHHOLDING

(a) All payments under this Plan shall be subject to the withholding of such amounts relating to federal, state or local taxes as the NYSE or NYSE Group may reasonably determine it should withhold based on applicable law or regulations.

(b) The Committee may accelerate payments to Participants under the Plan to provide for the payment of employment taxes under the Federal Insurance Contributions Act (FICA) incurred with respect to the Plan and federal state or local income and withholding taxes as a result of the payment of such FICA amount, up to the amount of such taxes due, as provided in Treasury Regulation 1.409A-3(j)(4)(vi) and other applicable guidance under Section 409A of the Code.

13. ASSIGNMENT

The Plan shall be binding upon and inure to the benefit of the NYSE, its successors and assigns and the Participants and their Beneficiaries, heirs, executors, administrators and legal representatives. In the event that the NYSE sells or transfers all or substantially all of the assets of its business or all or substantially all of the assets of a division and, in either event, the acquiror of such assets assumes the obligations hereunder with regard to a Participant, the NYSE shall be released from any liability imposed herein and shall have no obligation to pay or provide any benefits payable hereunder with regard to such Participant.

14. NON-ALIENATION OF BENEFITS

The benefits payable under this Plan shall not be subject to alienation, transfer, assignment, garnishment, execution or levy of any kind, and any attempt to cause any benefits to be so subjected shall not be recognized.

15. GOVERNING LAW

To the extent legally required, the Code and ERISA shall govern this Plan, and, if any provision hereof is in violation of any applicable requirement of the Code or ERISA, the Board (or a duly authorized committee thereof), or a person designated by the Board, reserves the right to retroactively amend the Plan to comply therewith. To the extent not governed by the Code and ERISA, the Plan shall be governed by the laws of the State of New York, without regard to conflict of law provisions.

16. AMENDMENT OR TERMINATION OF PLAN

The Board (or a duly authorized committee thereof), or a person designated by the Board may, in his or its sole and absolute discretion, amend this Plan from time to time and at any time in such manner as he or it deems appropriate or desirable, and the Board (or a duly authorized committee thereof) or a person designated by the Board may, in its sole and absolute discretion, terminate the Plan for any reason or no reason from time to time and at any time in such manner as it deems appropriate or desirable. No amendment or termination shall reduce or terminate the then vested benefit of any Participant or Beneficiary. Upon termination of the Plan, distributions may be made in accordance with the provisions of the Plan as if no such termination had occurred. Any distributions at any other time or in any other form following termination of the Plan shall be permitted only to the extent permissible under Section 409A of the Code and Treasury regulations and other applicable guidance issued under Section 409A.

17. NON-EXCLUSIVITY

The adoption of this Plan by the NYSE shall not be construed as creating any limitations on the power of the NYSE to adopt such other supplemental retirement income arrangements as it deems desirable, and such arrangements may be either generally applicable or limited in application.

18. GENDER AND NUMBER

Wherever used in this Plan, the masculine shall be deemed to include the feminine and the singular shall be deemed to include the plural, unless the context clearly indicates otherwise.

19. HEADINGS AND CAPTIONS

The headings and captions herein are provided for reference and convenience only. They shall not be considered part of the Plan and shall not be employed in the construction of the Plan.

20. INTERPRETATION OF THE PLAN

The Committee shall have the authority to adopt, alter or repeal such administrative rules, guidelines and practices governing the Plan and perform all acts as it shall from time to time deem advisable; to construe and interpret the terms and provisions of the Plan; and to otherwise supervise the administration of the Plan. The Committee, in its discretion, may delegate its authority hereunder to one or more Employees of the Employer for purposes of handling the day-to-day administration of the Plan. The Plan shall be subject to, and administered in accordance with, the Rules of Operation and Administration of the NYSE Group, Inc. and Affiliates NonQualified Deferred Compensation Plans, the provisions of which are attached hereto as Exhibit D.

21. EFFECTIVE DATE

This amendment and restatement of the Plan shall be effective as of January 1, 2005. This amendment and restatement of the Plan reflects amendments to the Plan adopted through December 31, 2008.

22. ENTIRE AGREEMENT

This Plan, along with the Participants’ elections hereunder, constitutes the entire agreement between the Employer and the Participants pertaining to the subject matter herein and supersedes any other plan or agreement, whether written or oral, pertaining to the subject matter herein. No agreements or representations, other than as set forth herein, have been made by the Employer with respect to the subject matter herein.

23. SECTION 409A OF THE CODE

(a) Although the Employer makes no guarantee with respect to the tax treatment of payments hereunder, the Plan is intended to comply with the requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Accordingly, the Committee is authorized to amend the provisions of the Plan at any time and in any manner without the consent of Participants solely to comply with the requirements of Section 409A and to avoid the imposition of an excise tax under Section 409A on any payment to be made hereunder, provided that there is no reduction in the benefits provided hereunder. Notwithstanding the foregoing, in no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A or any damages for failing to comply with Section 409A of the Code.

(b) This Plan constitutes two separate “plans” within the meaning of Treasury Regulations Section 1.409A-6(a)(4)(vii). One such plan consists of all Grandfathered Accounts hereunder. The Grandfathered Accounts are intended to be grandfathered from the application of Section 409A of the Code. The other such plan consists of all Non-Grandfathered Accounts hereunder. The Non-Grandfathered Accounts are intended to be subject to Section 409A of the Code.

IN WITNESS WHEREOF, the NYSE Group, Inc. has caused this Plan to be executed this 22^nd day of December, 2008.

NYSE GROUP, INC.
By:	Leroy M. Whitaker, Senior Vice-President

EXHIBIT A

Robert Britz

Catherine Kinney

Edward Kwalwasser

Georges Ugeux

Frank Z. Ashen

Richard P. Bernard

Noreen M. Culhane

David P. Doherty

Richard A. Edgar

Salvatore Pallante

Robert T. Zito

EXHIBIT B

Name of Participant	Percentage
Robert G. Britz	50	%
Catherine R. Kinney	50	%
Edward A. Kwalwasser	25	%
Georges L. Ugeux	25	%
Frank Z. Ashen	25	%
Richard P. Bernard	25	%
Richard A. Edgar	25	%
Robert T. Zito	25	%
Noreen M. Culhane	15	%
David P. Doherty	15	%
Salvatore Pallante	15	%

EXHIBIT C

RULES AND PROCEDURES FOR THE CREDITING OF EARNINGS FACTORS AND

THE ELECTION OF MEASURING ALTERNATIVES FOR GRANDFATHERED

ACCOUNTS UNDER THE PLAN

Any change to an investment measure under or addition of an existing investment measure with respect to a Grandfathered Account under the Plan must qualify as a predetermined actual investment or, for any given taxable year, must reflect a reasonable rate of interest, as defined below. In order to meet such requirement, the income credited to a Participant’s Grandfathered Account under the Plan must reflect a rate of return that does not exceed either:

• the rate of return on a predetermined actual investment (as determined in accordance with paragraph (1) below) or,

• if the income does not reflect the rate of return on a predetermined actual investment (as so determined), a reasonable rate of interest (as determined in accordance with paragraph (2) below).

(1) Rate of Return on a Predetermined Actual Investment

The rate of return on a predetermined actual investment for any period means the rate of total return (including increases or decreases in fair market value) that would apply if the account balance were, during the applicable period, actually invested in one or more investments that are identified in accordance with the Plan before the beginning of the period.

• Examples of actual investments for this purpose are the investment alternatives available under the NYSE Group, Inc. Savings Plan and an investment identified by reference to any stock index with respect to which there are positions traded on a national securities exchange.

A rate of return will not be treated as the rate of return on a predetermined actual investment within the meaning of this paragraph (1) if the rate of return (to any extent or under any conditions) is based on the greater of the rate of return of two or more actual investments, is based on the greater of the rate of return on an actual investment and a rate of interest (whether or not the rate of interest would otherwise be reasonable under paragraph (2) below), or is based on the rate of return on an actual investment that is not predetermined.

• For example, if the Plan bases the rate of return on the greater of the rate of return on a predetermined actual investment and a 0 percent interest rate (i.e., without regard to decreases in the value of that investment), the Plan is using a rate of return that is not a rate of return on a predetermined actual investment within the meaning of this paragraph (1).

A rate of return will not be treated as predetermined unless it is designated and communicated to Plan participants before the beginning of the period to which it applies.

(2) Rules relating to reasonable interest rates.

(a) In general. If income for a period is credited to an account balance plan on a basis other than the rate of return on a predetermined actual investment (as determined in accordance with paragraph (1) of this section), then, except as otherwise provided in this paragraph (2), the determination of whether the income for the period is based on a reasonable rate of interest will be made at the time the amount deferred is required to be taken into account and annually thereafter.

(b) Fixed rates permitted. If, with respect to an amount deferred for a period, the Plan provides for a fixed rate of interest to be credited, and the rate is to be reset under the Plan at a specified future date that is not later than the end of the fifth calendar year that begins after the beginning of the period, the rate is reasonable at the beginning of the period, and the rate is not changed before the reset date, then the rate will be treated as reasonable in all future periods before the reset date.

EXHIBIT D

RULES OF OPERATION AND ADMINISTRATION OF THE

NYSE GROUP, INC. AND AFFILIATES

NONQUALIFIED DEFERRED COMPENSATION PLANS

(As Amended and Restated Effective December 10, 2008)

1. Plans Covered by the Rules.

The term “Subject Plan” as used herein shall refer to the nonqualified deferred compensation plans sponsored by the NYSE Group, Inc. and its affiliates, listed on Exhibit 1 attached hereto.

Any reference to a “Subject Plan” herein shall be deemed to include, unless the context clearly requires otherwise, any related contract or similar agreement, and any other documents or instruments comprising a part of such plan. The term “Rules” refers to the Rules of Operation and Administration as set forth herein and as may be amended from time to time as provided herein.

These Rules shall not apply to any plan or program that is not specifically listed in Exhibit 1.

2. NonQualified Plans Committee.

(A) Designation of Committee Members.

Subject to the provisions of sections 4 and 5 hereof, the authority to control and manage the operation and administration of the Subject Plans, including the control and management of the assets accumulated to pay benefits under the Subject Plans, shall be vested jointly in a committee of three or more individuals. Such committee shall be known as the “NonQualified Plans Committee of NYSE Group, Inc. and Affiliates” (“Committee”). Each member of the Committee shall be designated by the Board of Directors of NYSE Group, Inc. (“Board”) to a one year term, and shall serve until the earliest of his death, incapacity, resignation, termination of employment, removal, or expiration of one year from the date of his appointment as a Committee member by the Board; provided, however, that such term shall continue beyond one year until the appointment by the Board of a successor to the Committee member. The term of any member of the Committee may be renewed from time to time without limitation as to the number of renewals. Any member of the Committee may resign upon not less than fourteen (14) days advance written notice to the Board (which notice shall specify the date on which such resignation shall take effect), provided that the Board may, within its sole and absolute discretion, waive all or any portion of such advance notice period. The Board also may, within its sole and absolute discretion, remove any member of the Committee at any time with or without cause. The Chairman of the Board may appoint a Committee member(s) to serve in such capacity until the next meeting of the Board following such appointment(s), where the Chairman of the Board deems such appointment(s) necessary or appropriate. The Board may at any time appoint a Committee member(s) on a temporary or interim basis (i.e., to serve for a period less than one year), where the Board deems such an appointment(s) necessary or appropriate.

(B) (1) Chairman.

The members of the Committee shall appoint one of its members to act as Chairman. Such Chairman shall have the power to call, and establish an agenda for, and shall preside at, meetings of the Committee. The Chairman will also be responsible for the scheduling of meetings. A meeting of the Committee may additionally be called by a request to the Chairman by any two Committee members. When such request is made, the Chairman promptly will schedule and convene such meeting. Any Committee member may include an item or items on the meeting agenda by making a request to the Chairman in advance of the distribution of such agenda that such item or items be included.

(2) Chairman of the Meeting.

In the absence of the appointment of a Chairman (or in the absence of such Chairman from a meeting), the members of the Committee then present shall choose one of its members then present to preside over that meeting as Chairman of the meeting.

(3) Secretary.

The Committee shall appoint a Secretary who shall maintain the records of the Committee and perform such other duties as may be allocated to him in writing by the Committee. The Secretary may, but need not, be a member of the Committee. The Secretary shall have the authority to certify the minutes and resolutions of the Committee, and all persons dealing with the Committee shall be fully protected in acting in reliance thereon.

The Secretary will be responsible for the preparation of proposed agendas for meetings. The Secretary will furnish a copy of all proposed agendas to the Chairman and obtain the Chairman’s approval of the agenda prior to distribution to the Committee members. When practicable, a copy of such agendas shall be distributed by the Secretary to each Committee member in advance of the meeting and shall serve as notice therefor.

(4) Secretary of the Meeting.

The Chairman of the meeting may appoint a secretary of the meeting for the purpose of taking the minutes thereof. Such person may, but need not, be the Secretary of the Committee or a member of the Committee.

(C) Reliance on Written Instruments.

To the extent permitted by applicable law, the Committee may act upon any written instrument, certificate, or paper believed to be genuine and to be signed or presented by a duly authorized person or persons, and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.

(D) Execution of Documents.

The Committee may designate any of its members to execute and deliver on its behalf documents and instruments of such types and bearing on such matters as may be specified by the Committee, and any such document or instrument may be accepted and relied upon as the act of the Committee. Any such designation shall be in writing (or in exigent circumstances, conveyed orally and set forth in a written designation as soon as practicable thereafter) and shall specify the Committee member or members so designated, the documents and instruments that said member(s) may execute and delivery and all other terms of the designation.

3. Investment Powers of the Committee and Designation of Trustees or Custodians, Investment Managers and Insurance Carriers.

(A) Designation of Trustee or Custodian.

The Committee shall have the power to appoint trustees, custodians or insurance carriers to hold (and, at the direction of the Committee, manage) the assets accumulated to pay benefits under any Subject Plan, subject to a written agreement between the Committee and such trustees, custodians or insurance carriers setting forth the rights, responsibilities and obligations of each party.

(B) Investment Powers of the Committee and Designation of Investment Manager and Investment Funds.

The Committee may appoint one or more investment managers to manage (including the power to acquire and dispose of) all or a portion of the assets accumulated to pay benefits under any Subject Plan. The Committee may also designate funds maintained or established by a bank, trust company, insurance company, mutual fund or investment company to include as investment alternatives from among which participants and their beneficiaries may elect to invest their notional accounts under a Subject Plan.

(C) Manner of Designation.

The designations and appointments authorized under this section 3 shall be upon such terms and conditions as the Committee may determine, provided that, the Committee shall not enter into any agreement under this section 3 which does not provide for the termination thereof by the Committee upon reasonably short notice under the circumstances to the other party or parties to the agreement.

(D) Monitoring of Investment Funds.

The Committee (or its authorized representative) shall meet from time to time with any representatives of funds maintained or established by a bank, trust company, insurance company, mutual fund or investment company that have been designated as investment alternatives from among which participants and their beneficiaries may elect to invest their notional accounts under the respective Subject Plan for the purpose of reviewing the activities of the fund and monitoring its investment performance.

4. Amendment of Plans and Compliance with Applicable Law.

The Committee shall have the power to adopt amendments to a Subject Plan that do not increase costs of the NYSE Group, Inc. and its affiliates by more than a de minimis amount and do not materially modify the liabilities, responsibilities, duties or authorities of the Committee or its members or of the Board or its members. The Committee shall have the power to recommend to the Board for its consideration any other amendment to a Subject Plan.

5. Reports of the Committee.

The Committee shall report at least annually, to the Board or a specified committee of the Board on the performance of its responsibilities with respect to the Subject Plans (including, without limitation, reports on the overall performance of any trustee, bank, investment manager, insurance carrier or other persons to whom any of the Committee’s powers and responsibilities may have been delegated pursuant to the Rules).

6. Power to Construe and Make Determinations.

Except as may otherwise be provided herein, the Subject Plans shall be administered and operated by the Committee (or any committee, person or entity duly authorized by the Committee). The Committee (or, where authorized, such other committee, person or entity) shall have complete authority, in its sole and absolute discretion, to construe or interpret the terms of the Subject Plans and any related documents or underlying policies (other than the Rules) and make findings of fact or law in connection with the construction, interpretation or administration of the Subject Plans. However, no member of the Committee shall participate in a determination of the Committee that directly affects his or her benefit under the Subject Plans. Such authority shall include, without limitation, the authority to decide the eligibility for and the amount of benefits due under each respective Subject Plan to participants or their beneficiaries thereunder. All such decisions and findings of fact or law shall be final and binding upon all parties affected thereby.

7. Claims Procedure.

The Committee shall adjudicate a claim in accordance with the claims procedures of the Subject Plan; provided, however, that, in the absence of a claim procedure, the Committee shall have the power to establish a claims procedure appropriate to such Subject Plan.

8. Amendment of Rules.

The Board shall retain the sole and exclusive authority to amend the Rules; provided, however, that the Board shall provide the members of the Committee with at least fourteen (14) days advance written notice of the effective date of any amendment which increases the liabilities, responsibilities, duties or authorities of the Committee or its members, provided that the Committee members may waive all or any portion of such advance notice period.

9. Indemnification.

NYSE Group, Inc. shall indemnify and hold the members of the Committee harmless against liability incurred in the administration of the Subject Plans, except in the case of the gross negligence or willful misconduct of any Committee member.

Exhibit 1

Name of Plan	Status as of January 1, 2009
New York Stock Exchange, Inc. ICP Award Deferral Plan	Frozen
New York Stock Exchange, Inc. Long Term Incentive Deferral Plan	Frozen
New York Stock Exchange, Inc. Capital Accumulation Plan	Frozen
New York Stock Exchange, Inc. Supplemental Executive Retirement Plan1	Frozen
New York Stock Exchange, Inc. Supplemental Executive Savings Plan2	Active
Securities Industry Automation Corporation Supplemental Executive Retirement Plan	Frozen
Securities Industry Automation Corporation Supplemental Executive Savings Plan	Frozen
Securities Industry Automation Corporation Supplemental Incentive Plan	Frozen
American Stock Exchange LLC Supplemental Executive Retirement Plan	Frozen
American Stock Exchange Inc. Supplementary Retirement and Savings Plan	Frozen
American Stock Exchange Inc. Supplementary Retirement and Savings Plan – A	Frozen

1 The Securities Industry Automation Corporation Supplemental Executive Retirement Plan was merged into the New York Stock Exchange, Inc. Supplemental Executive Retirement Plan effective April 1, 2008. The three American Stock Exchange plans listed above were merged into the New York Stock Exchange, Inc. Supplemental Executive Retirement effective January 1, 2009.

2 The Securities Industry Automation Corporation Supplemental Executive Savings Plan was merged into the New York Stock Exchange, Inc. Supplemental Executive Savings Plan effective January 1, 2008.

EX-10.52

Exhibit 10.52

NEW YORK STOCK EXCHANGE, INC.

ICP AWARD DEFERRAL PLAN

Amended and Restated

Effective as of January 1, 2005

(Reflecting Amendments Adopted through December 31, 2008)

NEW YORK STOCK EXCHANGE, INC.

ICP AWARD DEFERRAL PLAN

1. PURPOSE

The purpose of the New York Stock Exchange, Inc. ICP Award Deferral Plan (the “Plan”) is to provide Senior Officers of the New York Stock Exchange, Inc. an opportunity to defer receipt of their awards under the Incentive Compensation Plan adopted by the New York Stock Exchange, Inc. in accordance with the terms and conditions set forth herein. The Plan was amended effective January 1, 2007, to permanently suspend all future deferrals of incentive compensation under the Plan. As a result, no Participant was permitted to make a deferral of incentive compensation under the Plan on or after January 1, 2007. In addition, effective January 1, 2007, the Plan was closed to new participants, and no individual was eligible to commence participation in the Plan after such date. Subject to the foregoing suspension of future deferrals, the Plan shall continue to remain in effect and shall be administered in accordance with its terms. The Plan is now amended and restated effective as of January 1, 2005 (the “Restatement Date”), to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). This document reflects amendments adopted through December 31, 2008.

The benefits of any Participant who incurred a Termination of Employment, as defined herein, prior to January 1, 2005, or the surviving beneficiary of any deceased Participant who died prior to January 1, 2005, shall be governed under the terms of the Plan in existence at the time of the Participant’s Termination of Employment (including as a result of death), except as otherwise specifically provided in the Plan. Notwithstanding the foregoing, the form and timing of distribution of any benefits under the Plan to any individual which commence on or after the Restatement Date shall be determined under the provisions of this Plan.

2. DEFINITIONS

(a) “Beneficiary” means the person or persons (if any) designated or deemed designated by the Participant under the New York Stock Exchange, Inc. Supplemental Executive Savings Plan (the “SESP”) to receive his benefits under the SESP in the event of the Participant’s death. If a Participant is not a participant under the SESP, the Participant’s beneficiary shall be, unless otherwise specified by the Participant in a written election filed with the Committee upon such form and in such manner as specified by the Committee, the person or persons (if any) designated or deemed designated by the Participant under the New York Stock Exchange and Subsidiary Companies Employee Savings Plan (the “Savings Plan”) to receive his benefits under the Savings Plan in the event of the Participant’s death. If a Participant is not a participant under the SESP or the Savings Plan, the Participant’s beneficiary shall be, unless otherwise specified by the Participant in a written election filed with the Committee upon such form and in such manner as specified by the Committee, the Participant’s estate. In the event that two (2) or more persons are the Participant’s Beneficiary under the SESP or Savings Plan, as applicable, then each such person shall be entitled to receive payment under this Plan in the same proportion as the proportion of benefits such person is entitled to receive under the SESP or Savings Plan, as applicable. Such person or persons designated under the SESP or Savings Plan, as applicable, to receive a stated dollar amount shall be otherwise disregarded in determining benefit allocations under this Plan among persons who are the Participant’s Beneficiary.

(b) “Board” means the Board of Directors of the NYSE, and on or after January 1, 2008, the Board of Directors of NYSE Group.

(c) “Committee” means the committee of at least two (2) individuals appointed by the Board for purposes of administering the Plan, or any successor committee. If a Participant serves on the Committee, such Participant shall not be authorized to make any determinations or decisions with respect to his participation hereunder or with respect to payment of Deferred Benefits to such Participant hereunder.

(d) “Deferred Amounts” means the amounts deferred under Section 5 by a Participant.

(e) “Deferred Benefits” means Deferred Amounts plus any additions to such Deferred Amounts pursuant to Section 7 herein.

(f) “Deferred Compensation Account” means the memorandum account established by the NYSE for a Participant on its books to which Deferred Benefits shall be credited.

(g) “Disability” means an incapacity for which the Participant is (1) receiving, for at least three months, disability benefits under the NYSE’s or NYSE Group’s Long Term Disability Plan by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, (2) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and would be eligible to receive benefits under NYSE’s or NYSE Group’s Long Term Disability Plan if he or she participated in such plan or (3) for which the Participant is receiving Social Security disability benefits.

(h) “Earnings” means, for any Plan Year, earnings on amounts in the Deferred Compensation Account computed in accordance with Section 7 hereof.

(i) “Eligible Employee” means a person employed as a Senior Officer at the NYSE and eligible to receive an ICP Award. An Eligible Employee shall continue to be eligible to participate in the Plan until he ceases to be a Senior Officer.

(j) “Employer” means NYSE Group, Inc., NYSE, SIAC and any of such entities’ Subsidiaries.

(k) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended.

(l) “409A Transition Calendar Year” means 2006, 2007 or 2008.

(m) “Grandfathered Account” means a Participant’s Deferred Compensation Account which is accrued and vested as of December 31, 2004 and any Earnings thereon.

(n) “ICP” means the Incentive Compensation Plan adopted by NYSE effective as of January 1, 1984, as amended from time to time.

(o) “ICP Award” means the amount payable under the ICP to a Participant pursuant to the terms of ICP.

(p) “Non-Grandfathered Account” means a Participant’s Deferred Compensation Account less his Grandfathered Account, if any, and any Earnings on such net amount.

(q) “NYSE” means the New York Stock Exchange, Inc. and any successor by merger, consolidation, purchase or otherwise. Effective March 6, 2006, NYSE means the New York Stock Exchange LLC and any successor by merger, consolidation, purchase or otherwise.

(r) “NYSE Controlled Group” shall mean NYSE and any corporation which is a member of a controlled group of corporations (as defined in Code Section 414(b)) which includes NYSE and any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with NYSE.

(s) “NYSE Group” means NYSE Group, Inc.

(t) “Participant” means any individual with a balance in his Deferred Compensation Account.

(u) “Plan” means the New York Stock Exchange, Inc. ICP Award Deferral Plan.

(v) “Plan Year” means the twelve month period ending December 31, except that the first Plan Year shall be a short Plan Year commencing on December 1, 1997 and ending December 31, 1997.

(w) “Restatement Date” means January 1, 2005.

(x) “Senior Officer” means a full-time employee who is designated as a senior officer for purposes of the Plan by the Committee or the Board, in their sole discretion.

(y) “Specified Employee” means a Participant who, as of the date of his Termination of Employment, is a key employee (as defined under Code Section 416(i)(1)(A)(i), (ii) or (iii) but determined without reference to Code Section 416(i)(5)) of the Employer, as determined in accordance with the rules and procedures specified by the Committee in accordance with the requirements of Section 409A of the Code and the Treasury Regulations issued thereunder. The status of a Participant as a Specified Employee during the Measurement Period (defined herein) shall be determined annually on December 31st of the Plan Year immediately preceding the Measurement Period (“Identification Date”). The Measurement Period shall be the twelve (12) month period beginning on the April 1st succeeding the Identification Date for which it relates and ending on the March 31st of the following Plan Year.

(z) “Termination of Employment” means the termination of employment of an Employee with the NYSE Controlled Group for any reason whatsoever, including but not limited to death, Disability, retirement, resignation or involuntary termination, provided, that, such employment termination constitutes a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Treasury Regulations issued thereunder.

3. ADMINISTRATION AND CLAIMS PROCEDURE

(a) The Plan shall be subject to, and administered in accordance with, the Rules of Operation and Administration of the NYSE Group, Inc. and Affiliates NonQualified Deferred Compensation Plans, the provisions of which are attached hereto as Exhibit A.

(b) The Committee shall appoint an administrator (“Administrator”) who shall have the authority and discretion to determine all initial claims for benefits under the Plan by Participants or their Beneficiaries based on the Plan documents. Within ninety (90) days after receiving a claim (or within forty-five (45) days if the claim involves a determination of Disability (“Disability Claim”)), the Administrator shall notify the Participant or Beneficiary of his decision in writing, giving the reasons for the decision, if adverse to the claimant, and the other required information specified in this Section 3(b) below. The 90-day period may be extended for up to one hundred and eighty (180) days (or in the case of a Disability Claim, for seventy-five (75) days or up to a maximum of one hundred and five (105) days), if the claimant is notified of the need for additional time, including notification of the reason for the delay. Notification of the need for an extension shall be provided by the Administrator to the claimant prior to the end of the initial 90-day period or initial 45-day period in the case of a Disability Claim. If the decision is adverse to the claimant, the Administrator shall advise the claimant of the specific reason(s) for the denial, the Plan provisions involved, of any additional information or material that he must provide to perfect his claim and why, and of his right to request a review of the decision, the procedures to be followed and the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination.

(c) A claimant may request a review of an adverse decision by written request to the Committee made within sixty (60) days (or within one hundred and eighty days (180) days, if a Disability Claim) after receipt of the decision. The claimant, or his duly authorized representative, may review pertinent documents and submit written issues and comments. In the case of a Disability Claim, if the Administrator is also a member of the Committee, such Administrator shall not be permitted to review the appeal of such claim.

(d) Within sixty (60) days (or within forty-five (45) days if a Disability Claim), after receiving a request for review, the Committee shall notify the claimant in writing of (i) its decision; (ii) the specific reasons for the adverse benefit determination, with references to the specific Plan provisions upon which the denial is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim; and (iv) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA. If the Committee determines that additional time is needed to review the claim, the initial 60-day period (or initial 45-day period in the case of a Disability Claim) may be extended by 60 days from the end of the initial 60-day period or, in the case of a Disability Claim, by 45 days from the end of the initial 45-day period. The extension notice will indicate the special circumstances requiring the extension and will indicate the date by which the Committee expects to make a determination upon review.

(e) The Committee may at any time alter the claims procedure set forth above, so long as the revised claims procedure complies with Section 503 of ERISA, and the regulations issued thereunder (“ERISA Claims Procedure Rules”). For the avoidance of doubt, the provisions of the ERISA Claims Procedure Rules are incorporated herein by reference.

(f) The Administrator and the Committee shall have the full power and authority to interpret, construe and administer this Plan in their sole discretion based on the provisions of the Plan documents and to decide any questions and settle all controversies that may arise in connection with the Plan. Interpretations and constructions of the Plan made by the Administrator and the Committee and actions taken thereunder, made in their sole discretion, including any valuation of the Accounts, any determination under this Section 3, or the amount of the payment to be made hereunder, shall be based on the Plan documents and shall be final, binding and conclusive on all persons for all persons. Neither the Administrator nor any member of the Committee (or any designee of the Committee) shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan. To the extent that a form prescribed by the Committee (or its designee) to be used in the operation and administration of the Plan does not conflict with the terms and provisions of the Plan document, such form shall be evidence of (i) the Committee’s interpretation, construction and administration of this Plan and (ii) decisions or rules made by the Committee (or its designee) pursuant to the authority granted to the Committee under the Plan.

(g) The Committee shall have the authority to adopt, alter or repeal such administrative rules, guidelines and practices governing the Plan and perform all acts as it shall from time to time deem advisable; to construe and interpret the terms and provisions of the Plan; and to otherwise supervise the administration of the Plan. The Committee, in its discretion, may delegate its authority hereunder to one or more Employees of the Employer for purposes of handling the day-to-day administration of the Plan.

4. CLOSURE OF PLAN TO NEW PARTICIPANTS

Notwithstanding anything in the Plan to the contrary, no Eligible Employee shall become a new Participant in the Plan on or after January 1, 2007.

5. ELECTION TO DEFER

An Eligible Employee may elect in writing on a form prescribed by the Committee to defer receipt of all or a specified portion of his ICP Award with respect to the calendar year in which the Plan Year ends. The election to defer an ICP Award must be made at such time as the Committee shall prescribe but, except as provided below, in no event later than the last day of the Plan Year prior to the Plan Year coinciding with the calendar year to which an ICP Award relates. When an employee becomes an Eligible Employee during a Plan Year, he may elect to become a Participant with respect to such Plan Year prior to the earlier of (i) the last day of the Plan Year coinciding with the calendar year to which an ICP Award relates or (ii) the end of the thirty (30) day period following the date he becomes an Eligible Employee, by making an election, in writing, on a form prescribed by the Committee. When an employee becomes an Eligible Employee during a Plan Year and after March 15, 2005, any such election shall apply with respect to an ICP Award for services to be performed subsequent to the date of the election,

and such election will be deemed to apply to compensation paid for services performed subsequent to the election if the election applies to the portion of the ICP Award equal to the total amount of the ICP Award for the calendar year multiplied by the ratio of the number of days remaining in the calendar year after the election over the total number of days in the calendar year. A Participant must make a separate election with respect to each Plan Year in which he participates in the ICP. Each election to defer for each Plan Year of participation shall be irrevocable. Notwithstanding any provision in this Plan to the contrary, no Participant shall be permitted to make an election to defer incentive compensation under the Plan with respect to any Plan Year beginning on or after January 1, 2007.

6. ESTABLISHMENT OF DEFERRED COMPENSATION ACCOUNT

At the time the Participant’s initial ICP Award would have been payable if not for the Participant’s election to defer, the NYSE shall establish a Deferred Compensation Account for such Participant. The Deferred Amount shall be credited to the Participant’s Deferred Compensation Account as of the day on which an ICP Award would have otherwise been paid to the Participant.

7. ADDITIONS TO DEFERRED AMOUNTS

(a) The Committee may designate alternatives for the measuring of Earnings on a Participant’s Deferred Compensation Account from time to time. The Committee may designate additional measuring alternatives, withdraw measuring alternatives, or change the designation of measuring alternatives as of the beginning of any calendar month or at such other times as it may determine, in its sole discretion. One alternative shall be based on an interest type factor, which alternative shall be the default alternative if a Participant fails to timely elect another alternative. The Committee shall credit the balance in the Participant’s Deferred Compensation Account as of the last business day of each calendar month, or such other dates as are selected by the Committee in its sole discretion, with Earnings (including gains or losses, whether or not realized, in the value of the measuring alternative) from the last day of the prior calendar month at a rate equal to the performance of the measuring alternatives selected by the Participant (in accordance with Section 7(b) below) for the calendar month (or such other applicable period) to which such selection relates. The crediting of an Earnings factor shall occur so long as there is a balance in the Participant’s Deferred Compensation Account.

(b) Immediately prior to the initial crediting of a Deferred Amount to a Participant’s Deferred Compensation Account, a Participant shall select in writing on a form prescribed by the Committee from among the measuring alternatives available under the Plan for the measuring of Earnings on such Participant’s Deferred Compensation Account. A Participant may change the selection of his measuring alternatives for the measuring of Earnings on future amounts credited to his Deferred Compensation Account as of the beginning of the following calendar month (or at such other times as prescribed by the Committee, in its sole discretion), subject to such notice and other administrative procedures as established by the Committee. A Participant may transfer funds “invested” for measurement purposes in accordance with the Participant’s elected measuring alternatives to differing measuring alternatives as of the beginning of the following calendar month (or at such other times as prescribed by the Committee, in its sole discretion), subject to such notice and other administrative procedures as established by the Committee.

(c) The Committee may, in its sole discretion, establish rules and procedures for the crediting of Earnings factors and the election of measuring alternatives pursuant to this Section 7, including requiring that a Participant’s elections be identical to all or some of his similar-type elections with respect to the benefits under any other employee benefit plans maintained by the NYSE in which the Participant also participates. Any such rules and procedures, which shall apply shall be attached to the Plan as Exhibit B.

8. PAYMENT OF DEFERRED BENEFITS

(a) Except as otherwise provided in Section 8(c) below, a Participant’s Deferred Benefits shall be paid to the Participant (or, in the event of the Participant’s death, the Participant’s Beneficiary), in a lump sum as soon as practicable after the Participant incurs a Termination of Employment in connection with a Grandfathered Account, or on the first day of the month coincident with or next following the date the Participant incurs a Termination of Employment in connection with a Non-Grandfathered Account.

(b) Upon a Participant’s election to defer a particular ICP Award hereunder, the Participant may designate a Beneficiary for purposes of this Section 8.

(c)    (A) Upon a Participant’s election to defer a particular ICP Award, he may make an election regarding the Distribution Form in which to receive his Deferred Benefits paid to him (or, in the event of the Participant’s death, the Participant’s Beneficiary) and the Distribution Time upon which to commence payment of Deferred Benefits under the Plan. A Participant may make the foregoing elections on a form prescribed by and filed with the Committee. A Participant may change his existing elections with respect to his Grandfathered Account (other than a change regarding a Selected Date of Distribution), on a form prescribed by and filed with the Committee, at any time at least one (1) year prior to his Termination of Employment (other than due to the Participant’s death).

(B) Notwithstanding Section 8(c)(A) above, each Senior Officer who is (i) an Eligible Employee on June 1, 1999 or (ii) is designated as an Eligible Employee after June 1, 1999, shall be entitled to make or, with respect to his Grandfathered Account, change his election regarding the Distribution Form and Distribution Time (other than changing an existing election of a Selected Date of Distribution with respect to Deferred Benefits credited to the Participant’s Account), provided that such election is made and filed with the Committee by the end of the thirty (30) day period commencing on the date the Senior Officer first becomes an Eligible Employee.

(C) Effective as of the Restatement Date, a Participant may make an election or change his existing election (other than a change regarding a Selected Date of Distribution), with respect to his Non-Grandfathered Account on a form prescribed by and filed with the Committee, at any time prior to his Termination of Employment (other than due to the Participant’s death) and on or prior to December 31, 2008. A Participant will not be permitted to make or revise a payment election with respect to his Non-Grandfathered Account after December 31, 2008. An election or a change to an existing election with respect to a Participant’s Non-Grandfathered Account made in a 409A

Transition Calendar Year may only apply to amounts that would not otherwise be payable in that 409A Transition Calendar Year and may not cause an amount to be paid in that 409A Transition Calendar Year that would not otherwise be paid in that 409A Transition Calendar Year. Notwithstanding the foregoing, in the event a Participant is a Specified Employee, his Non-Grandfathered Account shall commence to be paid on the later of the date such Account would otherwise be paid under this paragraph (C) or the date 6 months following the date of such Participant’s Termination of Employment unless the termination is due to Disability or death, and the first payment shall include any payments that would have been made during such six-month period if the Participant were not a Specified Employee.

(d) Notwithstanding any other provision to the contrary, the Committee may require, in its sole discretion, that (i) a Participant’s elections with respect to the distribution of all of his Deferred Benefits be identical and (ii) a Participant’s elections with respect to the distribution of his Deferred Benefits be identical to all or some of his elections with respect to the distribution of benefits under any other employee benefit plans maintained by the NYSE in which the Participant also participates.

(e) Allocation of Earnings on distributions of amounts attributable to different ICP Awards shall be made in accordance with the rules established by the Committee.

(f) For purposes of this Section, “Distribution Time” means, in the case of a Grandfathered Account, as soon as administratively feasible following, and in the case of a Non-Grandfathered Account, the first day of the month coincident with or next following, one of the following dates: (i) the Participant’s Termination of Employment, (ii) the January 1 next following the Participant’s Termination of Employment, or (iii) the Participant’s Selected Date of Distribution.

(g) For purposes of this Section, “Distribution Form” means one of the following forms of distribution of Deferred Benefits available under the Plan: (i) a lump sum; or (ii) in a fixed number of monthly installments, over a period of up to twenty (20) years (in whole years), provided such period does not exceed the life expectancy of the Beneficiary. In the case of a Non-Grandfathered Account, monthly installments under a distribution form shall be payable on the first day of each month, starting at the Distribution Time, until all of the installments in the Distribution Form elected by the Participant have been paid, and each installment shall equal the balance of the Participant’s Non-Grandfathered Account immediately prior to the date of distribution, divided by the number of unpaid installments.

(h) For purposes of this Section, “Selected Date of Distribution” means a date elected by the Participant which is not earlier than two (2) years following the end of the Plan Year to which such Deferred Benefit relates and no later than the January 1 following his Termination of Employment. In the event that a Participant incurs a Termination of Employment prior to his Selected Date of Distribution, such Deferred Benefits credited to his Deferred Compensation Account shall be paid to him as soon as administratively feasible following the Participant’s Termination of Employment in the case of a Grandfathered Account, and on the first day of the month coincident with or next following such Termination of Employment in the case of a Non-Grandfathered Account. Notwithstanding Sections 8(c)(A) or 8(c)(B) above, a Participant’s election to defer an ICP Award to a Selected Date of Distribution shall be irrevocable and must be made on a form prescribed by and filed with the Committee.

(i) Notwithstanding any provision of the Plan to be contrary, any payment from the Plan to a trust or estate which is the Beneficiary of a Participant shall be made as soon as administratively feasible following the Participant’s death in a lump sum regardless of the Participant’s election in the case of a Grandfathered Account, and on the first day of the month coincident with or next following such Termination of Employment in the case of a Non-Grandfathered Account.

9. VESTING

A Participant shall be fully vested in his Deferred Compensation Account and such amounts shall be nonforfeitable at all times.

10. NON-TRANSFERABILITY OF INTERESTS

A Participant’s rights and interests in his Deferred Benefits may not be anticipated, assigned, pledged, transferred, levied upon or otherwise encumbered except in the event of the death of the Participant, and then, only by will or the laws of descent and distribution; provided, however that the foregoing shall not limit the Participant from designating a Beneficiary in accordance with the terms of the Plan. Any attempt to anticipate, assign, pledge, transfer, levy or otherwise encumber, except as set forth above upon death of the Participant, shall be null and void.

11. AMENDMENT, SUSPENSION AND TERMINATION

The Board (or a duly authorized committee thereof), or a person designated by the Board may, in his or its sole and absolute discretion, amend this Plan or any component plan thereof from time to time and at any time in such manner as he or it deems appropriate or desirable, and the Board (or a duly authorized committee thereof) or a person designated by the Board may, in its sole and absolute discretion, suspend or terminate the Plan or any portion thereof for any reason or no reason from time to time and at any time in such manner as it deems appropriate or desirable. No amendment, suspension and termination shall alter or impair the vested amounts in the Participant’s Deferred Compensation Account without the consent of the Participant (or Beneficiary, if the Participant has died) affected thereby, as of the effective date of such amendment, suspension or termination. The Board (or a duly authorized committee thereof) or the Committee may, in its sole discretion, terminate the Plan as it applies to any Participant at any time. Upon termination of the Plan, distributions may be made in accordance with the provisions of the Plan as if no such termination had occurred. Any distributions at any other time or in any other form following termination of the Plan shall be permitted only to the extent permissible under Section 409A of the Code and Treasury regulations and other applicable guidance issued under Section 409A.

12. UNFUNDED OBLIGATION; CONSTRUCTION OF THE PLAN

This Plan is “unfunded” and all Deferred Benefits payable hereunder shall be paid by NYSE out of its general assets. All Deferred Benefits shall be subject to the claims of the

NYSE’s creditors. NYSE may, in its sole discretion, create a “rabbi trust” to pay benefits hereunder. A Participant shall be treated as a general, unsecured creditor of NYSE to the extent he acquires a right to receive payments under the Plan. Participants and their Beneficiaries shall not have any interest in any specific asset of NYSE as a result of this Plan. Nothing contained in the Plan and no action taken pursuant to the provisions of the Plan shall create or be construed to create a trust of any kind or a fiduciary relationship amongst NYSE, the Committee, and the Participants, their Beneficiaries or any other person. Any funds which may be invested to fund the benefits under the Plan shall continue for all purposes to be part of the general assets of the NYSE and no person other than the NYSE shall by virtue of the provisions of this Plan have any interest in such funds. The NYSE shall have no obligation to invest funds to match the Earnings measuring alternatives selected by a Participant pursuant to Section 7 hereof.

13. NO RIGHT TO EMPLOYMENT OR OTHER BENEFITS

Nothing contained herein shall be construed as conferring upon any Participant the right to continue in the employ of the NYSE or NYSE Group as a Senior Officer or in any other capacity or to interfere with the right of the NYSE or NYSE Group to discharge him at any time for any reason whatsoever. Any compensation deferred and any benefits paid under the Plan shall not be included in creditable compensation in computing benefits under any employee benefit plan of the NYSE except to the extent expressly provided for therein.

14. SECURITIES LAW EXEMPTION

The Committee may impose such rules designed to facilitate compliance with the securities laws. To the extent required by applicable law, this Plan is intended to comply with, and shall be subject to the limitations of Rule 701 under the Securities Act of 1933 and/or the exemption from registration set forth in Section 4(2) of the Securities Act of 1933. The Committee shall have the authority to suspend the Plan and take any action necessary, including revoking Participants’ elections to participate under Section 4 above, prospectively and/or retroactively, to ensure that the Plan complies with federal and state securities laws, including to the extent applicable, the limitations of Section 4(2) and Rule 701 under the Securities Act of 1933 and/or Section 4(2) of the Securities Act of 1933.

15. SEVERABILITY

In case any provision of the Plan shall be illegal or invalid for any reason, such illegality or invalidity shall not affect the remaining parts hereof, but the Plan shall be construed and enforced as if such illegal and invalid provision never existed.

16. WITHHOLDING

All payments under this Plan shall be subject to the withholding of such amounts relating to federal, state or local taxes as the NYSE or NYSE Group may reasonably determine it should withhold based on applicable law or regulations. Deferred Amounts shall be subject to payroll taxes as required by applicable law.

17. ASSIGNMENT

The Plan shall be binding upon and inure to the benefit of the NYSE, its successors and assigns and the Participants and their Beneficiaries, heirs, executors, administrators and legal representatives. In the event that the NYSE sells or transfers all or substantially all of the assets of its business or all or substantially all of the assets of a division and, in either event, the acquiror of such assets assumes the obligations hereunder with regard to a Participant, the NYSE shall be released from any liability imposed herein and shall have no obligation to pay or provide any benefits payable hereunder with regard to such Participant.

18. GOVERNING LAW

To the extent legally required, Parts 1 and 5 of Title I of ERISA shall govern the Plan, and, if any provision hereof is in violation of any applicable requirement of the Code or ERISA, the Board (or a duly authorized Committee thereof) or a person designated by the Board, reserves the right to retroactively amend the Plan to comply therewith. To the extent not governed by Parts 1 and 5 of Title I of ERISA, the Plan shall be governed by the laws of the State of New York, without regard to conflict of law provisions.

19. NON-EXCLUSIVITY

The adoption of the Plan by the NYSE or NYSE Group shall not be construed as creating any limitations on the power of the NYSE or NYSE Group to adopt such other supplemental retirement income arrangements as it deems desirable, and such arrangements may be either generally applicable or limited in application.

20. GENDER AND NUMBER

Wherever used in the Plan, the masculine shall be deemed to include the feminine and the singular shall be deemed to include the plural, unless the context clearly indicates otherwise.

21. HEADINGS AND CAPTIONS

The headings and captions herein are provided for reference and convenience only. They shall not be considered part of the Plan and shall not be employed in the construction of the Plan.

22. EFFECTIVE DATE

This amendment and restatement of the Plan shall be effective as of January 1, 2005. This amendment and restatement of the Plan reflects amendments to the Plan adopted through December 31, 2008.

23. ENTIRE AGREEMENT

This Plan, along with the Participants’ elections hereunder, constitutes the entire agreement between the NYSE and NYSE Group and the Participants pertaining to the subject matter herein and supersedes any other plan or agreement, whether written or oral, pertaining to the subject matter herein. No agreements or representations, other than as set forth herein, have been made by the NYSE or NYSE Group with respect to the subject matter herein.

24 SECTION 409A OF THE CODE

(a) Although the Employer makes no guarantee with respect to the tax treatment of payments hereunder, the Plan is intended to comply with the requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Accordingly, the Committee is authorized to amend the provisions of the Plan at any time and in any manner without the consent of Participants solely to comply with the requirements of Section 409A and to avoid the imposition of an excise tax under Section 409A on any payment to be made hereunder, provided that there is no reduction in the benefits provided hereunder. Notwithstanding the foregoing, in no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A or any damages for failing to comply with Section 409A of the Code.

(b) This Plan constitutes two separate “plans” within the meaning of Treasury Regulations Section 1.409A-6(a)(4)(vii). One such plan consists of all Grandfathered Accounts hereunder. The Grandfathered Accounts are intended to be grandfathered from the application of Section 409A of the Code. The other such plan consists of all Non-Grandfathered Accounts hereunder. The Non-Grandfathered Accounts are intended to be subject to Section 409A of the Code.

IN WITNESS WHEREOF, the NYSE Group, Inc. has caused this Plan to be executed this 22^nd day of December, 2008.

NYSE GROUP, INC.
By:	Leroy M. Whitaker, Senior Vice-President

EXHIBIT A

RULES OF OPERATION AND ADMINISTRATION OF THE

NYSE GROUP, INC. AND AFFILIATES

NONQUALIFIED DEFERRED COMPENSATION PLANS

(As Amended and Restated Effective December 10, 2008)

1. Plans Covered by the Rules.

The term “Subject Plan” as used herein shall refer to the nonqualified deferred compensation plans sponsored by the NYSE Group, Inc. and its affiliates, listed on Exhibit 1 attached hereto.

Any reference to a “Subject Plan” herein shall be deemed to include, unless the context clearly requires otherwise, any related contract or similar agreement, and any other documents or instruments comprising a part of such plan. The term “Rules” refers to the Rules of Operation and Administration as set forth herein and as may be amended from time to time as provided herein.

These Rules shall not apply to any plan or program that is not specifically listed in Exhibit 1.

2. NonQualified Plans Committee.

(A) Designation of Committee Members.

Subject to the provisions of sections 4 and 5 hereof, the authority to control and manage the operation and administration of the Subject Plans, including the control and management of the assets accumulated to pay benefits under the Subject Plans, shall be vested jointly in a committee of three or more individuals. Such committee shall be known as the “NonQualified Plans Committee of NYSE Group, Inc. and Affiliates” (“Committee”). Each member of the Committee shall be designated by the Board of Directors of NYSE Group, Inc. (“Board”) to a one year term, and shall serve until the earliest of his death, incapacity, resignation, termination of employment, removal, or expiration of one year from the date of his appointment as a Committee member by the Board; provided, however, that such term shall continue beyond one year until the appointment by the Board of a successor to the Committee member. The term of any member of the Committee may be renewed from time to time without limitation as to the number of renewals. Any member of the Committee may resign upon not less than fourteen (14) days advance written notice to the Board (which notice shall specify the date on which such resignation shall take effect), provided that the Board may, within its sole and absolute discretion, waive all or any portion of such advance notice period. The Board also may, within its sole and absolute discretion, remove any member of the Committee at any time with or without cause. The Chairman of the Board may appoint a Committee member(s) to serve in such capacity until the next meeting of the Board following such appointment(s), where the Chairman of the Board deems such appointment(s) necessary or appropriate. The Board may at any time appoint a Committee member(s) on a temporary or interim basis (i.e., to serve for a period less than one year), where the Board deems such an appointment(s) necessary or appropriate.

(B) (1) Chairman.

The members of the Committee shall appoint one of its members to act as Chairman. Such Chairman shall have the power to call, and establish an agenda for, and shall preside at, meetings of the Committee. The Chairman will also be responsible for the scheduling of meetings. A meeting of the Committee may additionally be called by a request to the Chairman by any two Committee members. When such request is made, the Chairman promptly will schedule and convene such meeting. Any Committee member may include an item or items on the meeting agenda by making a request to the Chairman in advance of the distribution of such agenda that such item or items be included.

(2) Chairman of the Meeting.

In the absence of the appointment of a Chairman (or in the absence of such Chairman from a meeting), the members of the Committee then present shall choose one of its members then present to preside over that meeting as Chairman of the meeting.

(3) Secretary.

The Committee shall appoint a Secretary who shall maintain the records of the Committee and perform such other duties as may be allocated to him in writing by the Committee. The Secretary may, but need not, be a member of the Committee. The Secretary shall have the authority to certify the minutes and resolutions of the Committee, and all persons dealing with the Committee shall be fully protected in acting in reliance thereon.

The Secretary will be responsible for the preparation of proposed agendas for meetings. The Secretary will furnish a copy of all proposed agendas to the Chairman and obtain the Chairman’s approval of the agenda prior to distribution to the Committee members. When practicable, a copy of such agendas shall be distributed by the Secretary to each Committee member in advance of the meeting and shall serve as notice therefor.

(4) Secretary of the Meeting.

The Chairman of the meeting may appoint a secretary of the meeting for the purpose of taking the minutes thereof. Such person may, but need not, be the Secretary of the Committee or a member of the Committee.

(C) Reliance on Written Instruments.

To the extent permitted by applicable law, the Committee may act upon any written instrument, certificate, or paper believed to be genuine and to be signed or presented by a duly authorized person or persons, and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.

(D) Execution of Documents.

The Committee may designate any of its members to execute and deliver on its behalf documents and instruments of such types and bearing on such matters as may be specified by the Committee, and any such document or instrument may be accepted and relied upon as the act of the Committee. Any such designation shall be in writing (or in exigent circumstances, conveyed orally and set forth in a written designation as soon as practicable thereafter) and shall specify the Committee member or members so designated, the documents and instruments that said member(s) may execute and delivery and all other terms of the designation.

3. Investment Powers of the Committee and Designation of Trustees or Custodians, Investment Managers and Insurance Carriers.

(A) Designation of Trustee or Custodian.

The Committee shall have the power to appoint trustees, custodians or insurance carriers to hold (and, at the direction of the Committee, manage) the assets accumulated to pay benefits under any Subject Plan, subject to a written agreement between the Committee and such trustees, custodians or insurance carriers setting forth the rights, responsibilities and obligations of each party.

(B) Investment Powers of the Committee and Designation of Investment Manager and Investment Funds.

The Committee may appoint one or more investment managers to manage (including the power to acquire and dispose of) all or a portion of the assets accumulated to pay benefits under any Subject Plan. The Committee may also designate funds maintained or established by a bank, trust company, insurance company, mutual fund or investment company to include as investment alternatives from among which participants and their beneficiaries may elect to invest their notional accounts under a Subject Plan.

(C) Manner of Designation.

The designations and appointments authorized under this section 3 shall be upon such terms and conditions as the Committee may determine, provided that, the Committee shall not enter into any agreement under this section 3 which does not provide for the termination thereof by the Committee upon reasonably short notice under the circumstances to the other party or parties to the agreement.

(D) Monitoring of Investment Funds.

The Committee (or its authorized representative) shall meet from time to time with any representatives of funds maintained or established by a bank, trust company, insurance company, mutual fund or investment company that have been designated as investment alternatives from among which participants and their beneficiaries may elect to invest their notional accounts under the respective Subject Plan for the purpose of reviewing the activities of the fund and monitoring its investment performance.

4. Amendment of Plans and Compliance with Applicable Law.

The Committee shall have the power to adopt amendments to a Subject Plan that do not increase costs of the NYSE Group, Inc. and its affiliates by more than a de minimis amount and do not materially modify the liabilities, responsibilities, duties or authorities of the Committee or its members or of the Board or its members. The Committee shall have the power to recommend to the Board for its consideration any other amendment to a Subject Plan.

5. Reports of the Committee.

The Committee shall report at least annually, to the Board or a specified committee of the Board on the performance of its responsibilities with respect to the Subject Plans (including, without limitation, reports on the overall performance of any trustee, bank, investment manager, insurance carrier or other persons to whom any of the Committee’s powers and responsibilities may have been delegated pursuant to the Rules).

6. Power to Construe and Make Determinations.

Except as may otherwise be provided herein, the Subject Plans shall be administered and operated by the Committee (or any committee, person or entity duly authorized by the Committee). The Committee (or, where authorized, such other committee, person or entity) shall have complete authority, in its sole and absolute discretion, to construe or interpret the terms of the Subject Plans and any related documents or underlying policies (other than the Rules) and make findings of fact or law in connection with the construction, interpretation or administration of the Subject Plans. However, no member of the Committee shall participate in a determination of the Committee that directly affects his or her benefit under the Subject Plans. Such authority shall include, without limitation, the authority to decide the eligibility for and the amount of benefits due under each respective Subject Plan to participants or their beneficiaries thereunder. All such decisions and findings of fact or law shall be final and binding upon all parties affected thereby.

7. Claims Procedure.

The Committee shall adjudicate a claim in accordance with the claims procedures of the Subject Plan; provided, however, that, in the absence of a claim procedure, the Committee shall have the power to establish a claims procedure appropriate to such Subject Plan.

8. Amendment of Rules.

The Board shall retain the sole and exclusive authority to amend the Rules; provided, however, that the Board shall provide the members of the Committee with at least fourteen (14) days advance written notice of the effective date of any amendment which increases the liabilities, responsibilities, duties or authorities of the Committee or its members, provided that the Committee members may waive all or any portion of such advance notice period.

9. Indemnification.

NYSE Group, Inc. shall indemnify and hold the members of the Committee harmless against liability incurred in the administration of the Subject Plans, except in the case of the gross negligence or willful misconduct of any Committee member.

Exhibit 1

Name of Plan	Status as of January 1, 2009
New York Stock Exchange, Inc. ICP Award Deferral Plan	Frozen
New York Stock Exchange, Inc. Long Term Incentive Deferral Plan	Frozen
New York Stock Exchange, Inc. Capital Accumulation Plan	Frozen
New York Stock Exchange, Inc. Supplemental Executive Retirement Plan1	Frozen
New York Stock Exchange, Inc. Supplemental Executive Savings Plan2	Active
Securities Industry Automation Corporation Supplemental Executive Retirement Plan	Frozen
Securities Industry Automation Corporation Supplemental Executive Savings Plan	Frozen
Securities Industry Automation Corporation Supplemental Incentive Plan	Frozen
American Stock Exchange LLC Supplemental Executive Retirement Plan	Frozen
American Stock Exchange Inc. Supplementary Retirement and Savings Plan	Frozen
American Stock Exchange Inc. Supplementary Retirement and Savings Plan – A	Frozen

¹ The Securities Industry Automation Corporation Supplemental Executive Retirement Plan was merged into the New York Stock Exchange, Inc. Supplemental Executive Retirement Plan effective April 1, 2008. The three American Stock Exchange plans listed above were merged into the New York Stock Exchange, Inc. Supplemental Executive Retirement effective January 1, 2009.

² The Securities Industry Automation Corporation Supplemental Executive Savings Plan was merged into the New York Stock Exchange, Inc. Supplemental Executive Savings Plan effective January 1, 2008.

EXHIBIT B

RULES AND PROCEDURES FOR THE CREDITING OF EARNINGS FACTORS AND

THE ELECTION OF MEASURING ALTERNATIVES FOR GRANDFATHERED

ACCOUNTS UNDER THE PLAN

Any change to an investment measure under or addition of an existing investment measure with respect to a Grandfathered Account under the Plan must qualify as a predetermined actual investment or, for any given taxable year, must reflect a reasonable rate of interest, as defined below. In order to meet such requirement, the income credited to a Participant’s Grandfathered Account under the Plan must reflect a rate of return that does not exceed either:

• the rate of return on a predetermined actual investment (as determined in accordance with paragraph (1) below) or,

• if the income does not reflect the rate of return on a predetermined actual investment (as so determined), a reasonable rate of interest (as determined in accordance with paragraph (2) below).

(1) Rate of Return on a Predetermined Actual Investment

The rate of return on a predetermined actual investment for any period means the rate of total return (including increases or decreases in fair market value) that would apply if the account balance were, during the applicable period, actually invested in one or more investments that are identified in accordance with the Plan before the beginning of the period.

• Examples of actual investments for this purpose are the investment alternatives available under the NYSE Group, Inc. Savings Plan and an investment identified by reference to any stock index with respect to which there are positions traded on a national securities exchange.

A rate of return will not be treated as the rate of return on a predetermined actual investment within the meaning of this paragraph (1) if the rate of return (to any extent or under any conditions) is based on the greater of the rate of return of two or more actual investments, is based on the greater of the rate of return on an actual investment and a rate of interest (whether or not the rate of interest would otherwise be reasonable under paragraph (2) below), or is based on the rate of return on an actual investment that is not predetermined.

• For example, if the Plan bases the rate of return on the greater of the rate of return on a predetermined actual investment and a 0 percent interest rate (i.e., without regard to decreases in the value of that investment), the Plan is using a rate of return that is not a rate of return on a predetermined actual investment within the meaning of this paragraph (1).

A rate of return will not be treated as predetermined unless it is designated and communicated to Plan participants before the beginning of the period to which it applies.

(2) Rules relating to reasonable interest rates.

(a) In general. If income for a period is credited to an account balance plan on a basis other than the rate of return on a predetermined actual investment (as determined in accordance with paragraph (1) of this section), then, except as otherwise provided in this paragraph (2), the determination of whether the income for the period is based on a reasonable rate of interest will be made at the time the amount deferred is required to be taken into account and annually thereafter.

(b) Fixed rates permitted. If, with respect to an amount deferred for a period, the Plan provides for a fixed rate of interest to be credited, and the rate is to be reset under the Plan at a specified future date that is not later than the end of the fifth calendar year that begins after the beginning of the period, the rate is reasonable at the beginning of the period, and the rate is not changed before the reset date, then the rate will be treated as reasonable in all future periods before the reset date.

EX-10.53

Exhibit 10.53

Execution Copy

NEW YORK STOCK EXCHANGE AND SUBSIDIARY COMPANIES

SUPPLEMENTAL EXECUTIVE SAVINGS PLAN

(Formerly, the New York Stock Exchange, Inc.

Supplemental Executive Savings Plan)

Amended and Restated

Effective as of January 1, 2008

New York Stock Exchange and Subsidiary Companies

Supplemental Executive Savings Plan

(Formerly, the New York Stock Exchange, Inc.

Supplemental Executive Savings Plan)

1. Introduction.

(a) Background; Purpose of Plan. The New York Stock Exchange, Inc. Supplemental Executive Savings Plan (“Plan”) was adopted effective as of September 7, 1989 in order to provide deferred compensation to a select group of management or highly compensated employees. The Plan was subsequently amended and restated effective as of August 1, 1997 to form three (3) separate plans (Plans A, B and C) that were encompassed within the same plan document. The Plan was amended and restated effective as of January 1, 2005 to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The Plan was subsequently amended effective January 1, 2007 to provide for a unified, single plan structure going forward.

The Plan, as set forth herein, is amended and restated effective as of January 1, 2008, in order to reflect the merger of the Securities Industry Automation Corporation Supplemental Executive Savings Plan (“SIAC SESP”) with and into the Plan effective as of such date. In addition, effective as of January 1, 2008, the Plan has been re-named to be the “New York Stock Exchange and Subsidiary Companies Supplemental Executive Savings Plan.” The benefits of any participant in the SIAC SESP who does not perform an “Hour of Service,” as defined in the New York Stock Exchange and Subsidiary Companies Employee Savings Plan, on or after January 1, 2008 shall be governed by the provisions of the SIAC SESP which covered such participant and was in effect on the date that the participant terminated employment. The accounts of individuals who were participants in the SIAC SESP on December 31, 2007 will be transferred to the Plan effective as of January 1, 2008 as part of the plan merger. These accounts will be maintained under the Plan in accordance with the terms and provisions set forth herein.

The purpose of the Plan continues to be to provide deferred compensation to a select group of management or highly compensated employees of NYSE Group, Inc. and subsidiaries that have adopted the Plan.

(b) Section 409A of the Code. As indicated above, the Plan was amended and restated effective as of January 1, 2005, to comply with Section 409A of the Code. As part of the restatement, the Plan was bifurcated into grandfathered and non-grandfathered component plans. Deferrals made prior to January 1, 2005 and earnings thereon are grandfathered for purposes of Section 409A of the Code and governed by the terms and conditions of the Plan in effect prior to the January 1, 2005 restatement, which is referred to as the “Grandfathered Plan.” Deferrals made on and after January 1, 2005 and earnings thereon are not grandfathered for purposes of Section 409A of the Code and are governed by the terms and conditions of the Plan as amended and restated effective as of January 1, 2005 and as may be amended thereafter. Recordkeeping for the Grandfathered Plan and the Plan is done separately.

This Plan is intended to comply with the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. To the extent that any payment or benefit hereunder is subject to Section 409A of the Code, it shall be paid in a manner that will comply with Section 409A of the Code, including all regulations, whether proposed or final, or any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto.

2. Definitions. For purposes of this Plan, the following definitions apply:

(a) “Account” means, to the extent applicable, a Participant’s Supplemental Account, Special RAP Contributions Account and SIAC SESP Grandfathered Account.

(b) “Active Participant” means a Participant who is currently having book entry contributions made to one of his Accounts hereunder.

(c) “Adopting Subsidiary” means any Subsidiary, while such a Subsidiary, that has adopted and participates in the Savings Plan, and which adopts the Plan as a participating employer with the approval of the Board.

(d) “Annual Bonus” means the portion of the discretionary annual bonus payable to an Employee in cash, if not deferred under the Plan.

(e) “Beneficiary” means, unless otherwise specified by the Participant in a written election filed with the Committee upon such form and in such manner as specified by the Committee, the person or persons (if any) effectively designated by the Participant under the Savings Plan (or otherwise determined under the terms of the Savings Plan if no such designation is made) to receive his benefits under the Savings Plan in the event of the Participant’s death. In the event that two (2) or more persons are the Participant’s Beneficiary under the Savings Plan, then each such person shall be entitled to receive payment under this Plan in the same proportion as the proportion of benefits such person is entitled to receive under the Savings Plan, provided, however, that if any such person has been designated under the Savings Plan to receive a stated dollar amount, then such amount shall be paid from this Plan (in the priority order set forth below) only to the extent that the Participant’s accounts in the Savings Plan are insufficient to pay such amount consistent with the provisions of the Savings Plan. To the extent applicable with respect to a Participant who participated in Plan A, B, and C, amounts paid from this Plan pursuant to the foregoing sentence shall be paid first from Plan A, and to the extent the funds held under Plan A are insufficient, from Plan B, and to the extent the funds held under Plan B are insufficient, from Plan C. Such person or persons designated under the Savings Plan to receive a stated dollar amount shall be otherwise disregarded in determining benefit allocations under this Plan among persons who are the Participant’s Beneficiary.

(f) “Board” means the Board of Directors of NYSE Group, Inc.

(g) “Code” means the Internal Revenue Code of 1986, as amended. Reference to any section or subsection of the Code includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

(h) “Committee” means the Committee of at least two (2) individuals appointed by the Board for purposes of administering the Plan, or any successor committee. If a Participant serves on the Committee, such Participant shall not be authorized to make any determinations or decisions with respect to his participation hereunder or with respect to payment of Supplemental Benefits to such Participant hereunder.

(i) “Compensation Limit” means, with respect to a Supplemental Plan Year, the amount established by the Secretary of the Treasury as the applicable limit under Section 401(a)(17) of the Code.

(j) “Disability” means (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) an incapacity for which the Participant is receiving disability benefits under the Employer’s Long Term Disability Plan (or would be eligible to receive such benefits if the Participant had participated in such plan) or for which the Participant is receiving Social Security disability benefits.

(k) “Earnings” means, for any Supplemental Plan Year, earnings on amounts in a Participant’s Account computed in accordance with Section 7 hereof.

(l) “Election Period” means the period established by the Committee during which elections to participate in the Plan or to change or revoke an existing election in effect under the Plan are permitted to be made. Except as provided in Section 3(a) below with respect to an Employee who first becomes an Eligible Employee during a Supplemental Plan Year, the Election Period during which elections may be made for a Supplemental Plan Year shall end no later than the December 31st of the immediately preceding Supplemental Plan Year. Elections that are not made within the Election Period shall not be given any force or effect under the Plan.

(m) “Eligible Employee” means (i) an Employee who is an Officer and (ii) an Employee who is not an Officer provided the sum of such Employee’s Salary and Annual Bonus for the Supplemental Plan Year immediately preceding the Supplemental Plan Year for which eligibility is being determined exceeds the Compensation Limit applicable for such prior Supplemental Plan Year.

Notwithstanding any other provision to the contrary, no Employee whose (i) primary place of employment with the Employer is outside of the United States and (ii) primary residence was outside of the United States upon the commencement of his employment with the Employer, unless such Employee is designated as an Eligible Employee under this Plan by the Board in writing, and no person who has waived participation in the Plan under any individual compensation, retirement or other agreement shall be an Eligible Employee under the Plan. An individual classified by the Employer at the time services are provided as either an independent contractor or an individual who is not classified as an Employee due to the Employer treating any services provided by him as being provided by another entity which is providing such individual’s services to the Employer shall not be eligible to participate in this Plan during the period the individual is so initially classified even if such individual is later retroactively reclassified as an employee during all or any part of such period pursuant to applicable law or otherwise.

(n) “Employee” means any person employed by the Employer.

(o) “Employer” means NYSE Group, Inc., NYSE, SIAC and each Adopting Subsidiary.

(p) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended. Reference to any section or subsection of ERISA includes reference to any comparable or succeeding provisions of any legislation that amends, supplements or replaces such section or subsection.

(q) “Excess Salary” means the excess of an Eligible Employee’s Salary over his Recognizable Salary. Excess Salary Per Pay Period shall mean the Excess Salary earned in any Pay Period in the Supplemental Plan Year after the Recognizable Salary limit has been reached.

(r) “Grandfathered Plan” shall mean the New York Stock Exchange, Inc. Supplemental Executive Savings Plan, as in effect immediately prior to January 1, 2005.

(s) “Non-Grandfathered SIAC SESP Account” means the account in the Plan that is maintained for a Participant who was a participant in the SIAC SESP on December 31, 2007 that reflects all amounts, other than SIAC SESP Special Contributions, that were credited to such Participant’s “Non-Grandfathered Plan Account” under the SIAC SESP as of such date and to which Earnings attributable to periods on and after January 1, 2008 shall be credited.

(t) “NYSE” means the New York Stock Exchange LLC and any successor by merger, consolidation, purchase or otherwise.

(u) “Officer” means an officer of the Employer.

(v) “Participant” means any Eligible Employee who shall have become an Active Participant in the Plan and any individual with a balance in his Accounts.

(w) “Pay Period” means the Employer’s pay period applicable to the Employee.

(x) “Plan” means the New York Stock Exchange and Subsidiary Companies Supplemental Executive Savings Plan, as amended and restated effective as of January 1, 2008 and as may be amended from time to time thereafter.

(y) “Prior Plan” means the New York Stock Exchange, Inc. Supplemental Executive Savings Plan as in effect immediately prior to the effective date of the restatement of the Plan set forth herein.

(z) “Recognizable Salary” means an Eligible Employee’s base salary for the Supplemental Plan Year, taking into account the limitation on compensation to Two Hundred and Thirty Thousand Dollars ($230,000), as adjusted for cost of living adjustments, under Section 401(a)(17) of the Code. Recognizable Salary Per Pay Period shall mean the amount of Recognizable Salary earned in each Pay Period prior to reaching the Recognizable Salary limit.

(aa) “Salary” means an Eligible Employee’s base salary for the Supplemental Plan Year, without regard to the limitation on compensation to Two Hundred and Thirty Thousand Dollars ($230,000), as adjusted for cost of living adjustments, under Section 401(a)(17) of the Code.

(bb) “Salary Reduction Agreement” means an agreement entered into between an Active Participant and the Employer to authorize the Employer to reduce the Active Participant’s Salary or Annual Bonus and contribute the amount of such reduction to the Plan.

(cc) “Savings Plan” means the New York Stock Exchange and Subsidiary Companies Employee Savings Plan, as amended from time to time.

(dd) “SIAC” means Securities Industry Automation Corporation and any successor by merger, consolidation, purchase or otherwise. The term SIAC shall include all of SIAC’s wholly-owned subsidiaries while such subsidiaries.

(ee) “SIAC SESP” means the Securities Industry Automation Corporation Supplemental Executive Savings Plan, as amended and restated effective as of April 1, 2006 and as amended thereafter.

(ff) “SIAC SESP Grandfathered Account” means the account (including sub-accounts, if applicable) maintained for a Participant who was a participant in the SIAC SESP on December 31, 2007 that reflects such Participant’s SIAC SESP Grandfathered Benefits determined as of such date and to which Earnings attributable to periods on and after January 1, 2008 shall be credited. Amounts (including earnings) credited to a Participant’s “Grandfathered Plan Account” and “SERP Account” in the SIAC SESP shall be maintained in separate sub-accounts in such Participant’s SIAC SESP Grandfathered Account under the Plan. All amounts (plus Earnings) credited to a Participant’s SIAC SESP Grandfathered Account shall be fully vested at all times.

(gg) “SIAC SESP Grandfathered Benefits” means the vested book entry contributions that were made to a Participant’s “Grandfathered Plan Account” and, if applicable, his “SERP Account” under the SIAC SESP prior to January 1, 2004 and all earnings thereon.

(hh) “SIAC SESP Special RAP Contributions” means, with respect to a Participant who was a participant in the SIAC SESP on December 31, 2007, the amount (including earnings) credited to such Participant’s “Defined Contribution Account” in the SIAC SESP as of such date. SIAC SESP Special Contributions that were transferred to the Plan effective as of January 1, 2008 for any such Participant shall be credited to the Participant’s Special RAP Contributions Account.

(ii) “Special RAP Contributions” means the book entry contributions made pursuant to Section 6 of the Plan that are credited to a Participant’s Special RAP Contributions Account and includes Earnings thereon.

(jj) “Special RAP Contributions Account” means the account to which a Participant’s Special RAP Contributions, SIAC SESP Special RAP Contributions, if applicable, and Earnings thereon shall be credited.

(kk) “Specified Employee” shall mean a Participant who, as of the date of his Termination of Employment, is a key employee (as defined under Code Section 416(i)(1)(A)(i), (ii) or (iii) but determined without reference to Code Section 416(i)(5)) of the Employer, as determined in accordance with the rules and procedures specified by the Committee in accordance with the requirements of Section 409A of the Code and the Treasury Regulations issued thereunder. The status of a Participant as a Specified Employee during the Measurement Period (defined herein) shall be determined annually on December 31^st of the Plan Year immediately preceding the Measurement Period (“Identification Date”). The Measurement Period shall be the twelve (12) month period beginning on the April 1^st succeeding the Identification Date for which it relates and ending on the March 31^st of the following Plan Year.

(ll) “Subsidiary” means any corporation in an unbroken chain of corporations beginning with NYSE Group, Inc., if each of the corporations other than the last corporation in the unbroken chain owns stock possessing fifty percent (50%) or more of the total combined voting power of all classes of stock in one of the other corporations in such chain.

(mm) “Supplemental Account” means the account or accounts, as applicable, to which a Participant’s Supplemental Benefits shall be credited. To the extent applicable, a Participant’s Non-Grandfathered SIAC SESP Account shall be a sub-account in such Participant’s Supplemental Account.

(nn) “Supplemental Benefit” means the book entry contributions made pursuant to Section 4 of the Plan that are credited to a Participant’s Supplemental Account and Earnings thereon.

(oo) “Supplemental Plan Year” means the period designated as a “Plan Year” under the Savings Plan.

(pp) “Target Compensation Limit” means the Compensation Limit for the Supplemental Plan Year divided by one (1) minus the percentage of Salary that the Participant elects to defer on Salary up to such limit.

(qq) “Termination of Employment” means the termination of employment of an Employee with all of the Employers and Subsidiaries for any reason whatsoever, including but not limited to death, Disability, retirement, resignation or involuntary termination, provided, that, such employment termination constitutes a “separation from service” within the meaning of Section 409(a)(2)(A)(i) of the Code and the Treasury Regulations issued thereunder.

To the extent not inconsistent with the foregoing definitions and the terms hereof, any defined terms used in this Plan shall have the same meaning as in the Savings Plan.

3. Participation.

(a) An Eligible Employee may elect, during the Election Period on forms prescribed by the Committee (which forms shall include election forms with respect to the time and form of distribution of Supplemental Benefits), to become an Active Participant in the Plan for such Supplemental Plan Year. If, during a Supplemental Plan Year, an Employee becomes an Eligible Employee, either as a result of promotion to the position of Officer or commencement of employment with the Employer as an Officer, such Eligible Employee may elect to become an Active Participant prior to the end of the thirty (30) day period following the date that he becomes an Eligible Employee by completing and filing one or more Salary Reduction Agreement(s) with the Committee; provided, however, that, such Salary Reduction Agreement(s) may only provide for the deferral of Salary and/or Annual Bonus that is earned by the Eligible Employee subsequent to his enrollment in the Plan The Participant’s enrollment application shall evidence his agreement to the terms of the Plan and include up to two Salary Reduction Agreements. If the Participant is an Officer, he is eligible to enter into a Salary Reduction Agreement to defer a percentage of Salary and/or he may enter into a second Salary Reduction Agreement to defer a percentage of his Annual Bonus, in each case subject to the limitations set forth below. If the Participant is not an Officer, he is eligible to enter into a Salary Reduction Agreement to defer a percentage of his Annual Bonus, subject to the limitations set forth below. Deferrals authorized under this Section 3(a) shall be subject to the following limitations:

(A) A Participant who is an Officer during the Election Period may elect to contribute to the Plan amounts from Salary for a Supplemental Plan Year as follows:

(i) from 1% to 25% of the Participant’s Salary not in excess of the Target Compensation Limit, plus

(ii) from 1% to 25% of the Participant’s Salary in excess of the Target Compensation Limit;

provided, however, that such contributions when taken together shall not reduce the Participant’s Salary below the Compensation Limit. If a Participant has elected deferral percentages such that his or her aggregate contributions under this Section 3(a) would reduce the Participant’s Salary below the Compensation Limit, such Participant’s deferral percentages applicable to his or her Salary not in excess of the Target Compensation Limit shall be reduced as necessary to comply with this Section 3(a).

(B) Any other Participant who satisfies the criteria described in this Section 3(a) and is eligible to receive an Annual Bonus, may elect to contribute to the Plan from 1% to 25% of such Annual Bonus.

(b) A Participant shall not be permitted to terminate or change his Salary Reduction Agreement during any Supplemental Plan Year to which such Salary Reduction Agreement relates. Elections to terminate or change the terms of an existing Salary Reduction Agreement with respect to a Supplemental Plan Year are only permitted to be made during the Election Period applicable to such Supplemental Plan Year.

(c) Notwithstanding any provision herein to the contrary, no Employee who has waived participation in the Plan under any individual compensation, retirement or other agreement, shall be eligible to become a Participant hereunder.

(d) A Participant shall cease to be an Active Participant with regard to a Supplemental Plan Year if he is not or ceases to be an Eligible Employee with regard to the Plan. A Participant’s classification as an Eligible Employee shall be determined anew for each Supplemental Plan Year and a new Salary Reduction Agreement must be made for each Supplemental Plan Year.

(e) Notwithstanding anything herein, if a Participant receives a hardship withdrawal under the Savings Plan, all Salary reductions hereunder shall cease until the end of the Plan Year in which the suspension period required under the terms of the Savings Plan or hereunder, as the case may be, has ended. Following such suspension period, Salary reductions hereunder (and corresponding book entry contributions) shall resume only if the Participant is then an Eligible Employee and has entered into a new Salary Reduction Agreement during the applicable Election Period.

4. Contributions and Amount of Supplemental Benefits.

(a) The Employer shall make a book entry contribution to the Supplemental Account in the Plan of each Active Participant as of the last day of each Pay Period equal to the amount of Salary deferred under the Plan during such period. In addition, to the extent applicable, the Employer shall make a book entry contribution to the Supplemental Account in the Plan of each Active Participant as of the last day of each Pay Period equal to the amount of Annual Bonus deferred under the Plan during such period. If a Pay Period spans two Supplemental Plan Years, the Salary Reduction Agreement, if any, in effect for the Supplemental Plan Year in which the Pay Period ends shall be controlling as to the amount, if any, contributed by the Participant for such Pay Period.

(b) The Participant’s Salary shall be reduced each Pay Period by the amount specified in such Salary Reduction Agreement on a pre-tax basis. All salary reduction contributions made to the Plan on behalf of a Participant shall be based on the Participant’s Salary Reduction Agreement described in Section 3 above. All salary reduction contributions made to the Plan on behalf of a Participant under this Section 4 and all Earnings thereon, credited as provided in Section 7 below, shall be fully vested and non-forfeitable.

(c) As of the last day of each Pay Period, the Employer shall make book entry contributions to the Supplemental Account (“Matching Contributions”) of each Active Participant in the Plan, for whom a book entry contribution has been made hereunder pursuant to Section 4(a) above with respect to the deferral of Salary as follows:

(1) with respect to an Active Participant’s deferrals of Salary not in excess of the Target Compensation Limit, Matching Contributions equal to [(A) x (B)] – (C) where:

(A) equals the Active Participant’s Salary for the applicable Pay Period (but only recognizing the Active Participant’s Salary to the extent that

such Participant’s year-to-date Salary for the Supplemental Plan Year less the Participant’s aggregate deferrals of year-to-date Salary to the Plan for the Supplemental Plan Year does not exceed the Compensation Limit);

(B) equals the percentage of Salary not in excess of the Target Compensation Limit that the Active Participant has elected to defer under the Plan for the applicable Supplemental Plan Year (but not in excess of 6%);

(C) equals the maximum matching contribution the Active Participant could receive for such Payroll Period under the Savings Plan, assuming the Participant contributed to the Savings Plan at a rate of 6%; and

(2) with respect to an Active Participant’s deferrals of Salary in excess of the Target Compensation Limit, Matching Contributions equal to [(A) x (B)] – (C) – (D) where:

(A) equals the Active Participant’s Salary for the applicable Pay Period (but only recognizing the Active Participant’s Salary to the extent that such Participant’s year-to-date Salary for the Supplemental Plan Year less the Participant’s aggregate deferrals of year-to-date Salary to the Plan for the Supplemental Plan Year exceeds the Compensation Limit);

(B) equals the percentage of Salary in excess of the Target Compensation Limit that the Active Participant has elected to defer under the Plan for the applicable Supplemental Plan Year (but not in excess of 6%);

(C) equals the maximum matching contributions the Active Participant could receive for such Payroll Period under the Savings Plan, assuming the Participant contributed to the Savings Plan at a rate of 6%; and

(D) equals the Matching Contributions determined pursuant to Section 4(c)(1) above.

5. Vesting of Employer Matching Contributions.

(a) Subject to the provisions of Section 5(b) below, a Participant’s Supplemental Account attributable to contributions made by the Employer pursuant to Section 4(c) above and Earnings thereon, credited as provided in Section 7 below, shall be fully vested at all times.

(b) Notwithstanding the provisions of Section 5(a) above and subject to Section 5(c) below with respect to Participants employed by SIAC, the portion of the balance in a Participant’s Supplemental Account attributable to the contributions (and Earnings thereon) made pursuant to Section 4(c) above on behalf of any Participant who first commences employment with the Employer (other than SIAC) on or after January 1, 2006 shall vest in accordance with the schedule set forth below on the basis of the total whole number of “Years of Service” (as defined below) completed by such Participant at the time of his Termination of Employment.

Vesting Schedule
Years of Service	Percentage Vested
One Year of Service	20	%
Two (2) Years of Service	40	%
Three (3) Years of Service	60	%
Four (4) Years of Service	80	%
Five (5) Years of Service	100	%

However, if the Participant’s Termination of Employment is due to death, Disability or retirement after attainment of age fifty-five (55), the portion of the balance in the Participant’s Supplemental Account attributable to the contributions made pursuant to Section 4(c) above (and earnings thereon) shall fully vest effective as of the date of such Termination of Employment.

(c) The vesting schedule set forth in Section 5(b) above shall only apply to a Participant employed by SIAC if such Participant first commenced such employment on or after July 1, 2007.

(d) The portion, if any, of a Participant’s Supplemental Account that has not vested pursuant to Section 5(b) or (c) above, shall be forfeited if the Participant’s Termination of Employment occurs prior to his completion of five (5) Years of Service.

(e) Earnings shall be credited to a Participant’s Supplemental Account as provided in Section 7 below. Earnings with respect to contributions made to the Plan pursuant to Section 4(c) above shall vest in accordance with Section 5(b) or (c), above as applicable.

(f) The term “Year of Service” means any twelve (12) whole consecutive months since the Eligible Employee’s commencement of employment with the Employer in which the Eligible Employee is paid by the Employer for the performance of services. A Year of Service also shall include: (i) service in any branch of the armed forces of the United States by any person who is an Eligible Employee on the date such service commenced, to the extent required by applicable law; and (ii) periods during which an Eligible Employee was on an approved leave of absence or leave of absence due to a long or short-term disability. No Years of Service shall be recognized with any entity other than the Employer. Years of Service will be determined as of the date of the Eligible Employee’s Termination of Employment.

6. Special RAP Contributions.

(a) The Employer shall make a book entry contribution to the Special RAP Contributions Account in the Plan for each Participant who is employed by the Employer on the last day of the Supplemental Plan Year and who has completed at least six (6) months of continuous service with the Employer as of the last day of such year in an amount equal to a percentage of the Participant’s Salary in excess of the Compensation Limit determined in accordance with the following table:

Participant’s Age as of December 31	Contribution Percentage
Under 35	3	%
35-44	4	%
45-54	5	%
55 or older	6	%

Special RAP Contributions shall be made as soon as administratively practicable after the end of the Supplemental Plan Year for which they relate.

(b) Special RAP Contributions and Earnings thereon shall vest and become non-forfeitable upon a Participant’s completion of three “Years of Service” with the Employer (as such term is defined in Section 5 of the Plan); provided, however, that if a Participant’s Termination of Employment occurs prior to completion of three Years of Service and the termination is to due to death, Disability or retirement after attainment of age fifty-five (55), amounts (including Earnings) credited to a Participant’s Special RAP Contributions Account shall fully vest effective as of the date of such Termination of Employment. For purposes of determining a Participant’s vested status under this Section 6, with respect to any Participant who was a participant in the SIAC SESP on December 31, 2007, the term “Years of Service” shall include a Participant’s employment service with SIAC prior to January 1, 2008. The portion of any Participant’s Special RAP Contributions Account attributable to SIAC SESP Special Contributions that are not vested as of January 1, 2008 shall continue to vest in accordance with this Section 6(b) subject to such Participant’s continued employment with the Employer.

(c) Notwithstanding any contrary provision contained herein, the portion, if any, of a Participant’s Special RAP Contributions Account that is not vested as of the date of a Participant’s Termination of Employment shall be immediately forfeited effective as of the date of such termination.

(d) A Participant shall be permitted to elect the time and form of payment for distribution of his Special RAP Contributions Account in accordance with Section 8 of the Plan. In the absence of any election by a Participant for any reason, including because the Participant is not eligible to make deferrals under the plan, the vested portion of such Participant’s Special RAP Contributions Account shall be distributed to the Participant (or his Beneficiary) as provided in Section 8 below.

(e) Earnings on Special RAP Contributions shall be determined in accordance with the election made by the Participant under Section 7 of the Plan with respect to the measuring alternatives to be applicable to his Special RAP Contributions Account. In the event a Participant fails to make any election with respect to measuring alternatives, Earnings on Special RAP Contributions shall be determined as provided in Section 7(a) of the Plan pursuant to the default measuring alternative then in effect.

7. Measurement of Earnings.

(a) The Committee may designate alternatives for the measuring of Earnings on a Participant’s Account from time to time. The Committee may designate additional measuring alternatives, withdraw measuring alternatives, or change the designation of measuring alternatives as of the beginning of any calendar month, or at such other times as it may determine, in its sole discretion. One alternative shall be based on a balanced investment fund and, unless the Committee elects otherwise, such alternative shall be the default alternative if a Participant fails to timely elect another measuring alternative. The Committee shall credit the balance in the Participant’s Account as of the last business day of each calendar month, or such other dates as are selected by the Committee in its sole discretion, with Earnings (including gains or losses, whether or not realized, in the value of the measuring alternative) from the last business day of the prior calendar month, or such other dates as are determined by the Committee, at a rate equal to the performance of the measuring alternatives selected by the Participant (in accordance with Section 7(b) below) for the calendar month (or such other applicable period) to which such selection relates. The crediting of an Earnings factor shall occur so long as there is a balance in the Participant’s Account with respect to benefits that are to be paid on the last business day of a month. Earnings shall be credited to the Account from which benefits are to be paid before determining the amount to be paid on such day.

(b) Upon electing to become a Participant in the Plan, a Participant shall select in the time and manner prescribed by the Committee, from among the measuring alternatives available under the Plan, if any, for the measuring of Earnings on such Participant’s Account. A Participant may change the selection of his measuring alternatives for the measuring of Earnings on future amounts credited to his Account as of the beginning of the following calendar month (or at such other times and in such manner as prescribed by the Committee, in its sole discretion), subject to such notice and other administrative procedures as established by the Committee. A Participant may transfer funds “invested” for measuring purposes in accordance with the Participant’s elected measuring alternatives to differing measuring alternatives as of the beginning of the following calendar month (or at such other times as prescribed by the Committee, in its sole discretion), subject to such notice and other administrative procedures as established by the Committee. To the extent applicable, allocation of funds among Plan A, Plan B and Plan C to the Participant’s selected measuring alternatives shall be made pro-rata in accordance with the rules established by the Committee.

(c) The Committee may, in its sole discretion, establish rules and procedures for the crediting of Earnings factors and the election of measuring alternatives pursuant to this Section 7.

8. Payment of Supplemental and Special RAP Contributions Accounts.

(a) Upon a Participant’s election to participate in the Plan, he shall make elections to receive his Supplemental Account and his Special RAP Contributions Account either in a lump sum distribution or approximately equal annual installments over a period of 2 to 20 years as elected by the Participant, to commence as soon as administratively feasible following (i) the Participant’s Termination of Employment (other than by reason of death), (ii) the January 1 next following his Termination of Employment or (iii) as soon as administratively feasible following

the first anniversary of his Termination of Employment. The Supplemental Account and Special RAP Contributions Account of a Participant who elects to receive annual installment payments from such accounts shall continue to be credited with Earnings until the final installment is paid. Notwithstanding the foregoing, the time and form of payment distribution election applicable to a Participant’s Supplemental Account, including any separate plan encompassed within the Plan or sub-account, must be identical. However, a Participant may make different time and form of payment elections for his Supplemental Account and Special RAP Contributions Account. If a Participant does not make a distribution election with respect to the time and form of payment of his Supplemental Account and Special RAP Contributions Account, the amount credited to such accounts shall be paid to him as follows: (i) to the extent applicable, with respect to a Participant who incurs a Separation from Service prior to December 31, 2008, pursuant to the distribution election made by the Participant with respect to the Supplemental Benefits payable to him under the Grandfathered Plan or (ii) in a single lump sum payment to be made as soon as administratively feasible following his Termination of Employment (other than by reason of death). Notwithstanding the foregoing provisions, in no event shall any distribution commence to be made to any Participant who is a “Specified Employee” prior to a date that is six months after the date of such Participant’s Termination of Employment unless the termination is due to Disability or death.

(b) A Participant may change an existing distribution election regarding the time and form of payment of his Supplemental Account or Special RAP Contributions Account and make a new election from among the available options set forth in Section 8(a) above by filing the prescribed form with the Committee at least one (1) year prior to the Participant’s Termination of Employment (“One Year Rule”); provided, however, that the foregoing rule shall not apply to changes in distribution elections made by Participants prior to December 31, 2008. Effective for Supplemental Plan Years beginning on or after January 1, 2009, in addition to the One Year Rule, a change in a distribution election shall not be given effect under the Plan unless (i) the new election is made at least 12 months prior to the date that the distribution would otherwise commence; (ii) the new election delays the commencement of the distribution to the Participant by five years from the date that the distribution would otherwise have been made pursuant to the Participant’s initial election or any subsequent election, as the case may be; and (iii) the new election does not become effective until 12 months after the date that it is made. Notwithstanding the foregoing provisions, in no event shall any distribution commence to be made to any Participant who is a “Specified Employee” prior to a date that is six months after the date of such Participant’s Termination of Employment unless the termination is due to Disability or death.

(c) Subject to the provisions of Section 8(d) below, a Participant shall have the right, in a writing filed with the Committee, to make an election, prior to his Termination of Employment, to have the portion of his Supplemental Account and Special RAP Contributions Account that is payable at his death to be paid to his Beneficiary in a lump sum distribution or approximately equal annual installments, over a period of 2 to 20 years as elected by the Participant and to commence as soon as administratively feasible following (i) his death, (ii) the January 1 next following his death or (iii) as soon as administratively feasible following the first anniversary of his death. Such elections (or any election to revoke or change a prior election) must be made and filed with the Committee at least one year prior to the earlier of the Participant’s death or Termination of Employment in order to be given effect under the Plan.

Notwithstanding any contrary provision in this Section 8(c), in the event that a distribution election is not on file under the Plan for a Participant at the time of his death, the Supplemental Account and Special RAP Contributions Account payable on behalf of such deceased Participant shall be paid to his Beneficiary in accordance with the Participant’s election under the Grandfathered Plan, if applicable, or, in a single lump sum, paid as soon as administratively feasible following the Participant’s death.

(d) In the event that a Participant who has elected to have his Account distributed to him in installment payments dies prior to receipt of his entire Account, the portion remaining payable at his death shall be distributed to his Beneficiary in exactly the same manner in which the Account had been distributed to the Participant prior to his death.

(e) A Participant (or Beneficiary, as the case may be) shall only be entitled to a distribution of the vested portion of his Account.

(f) Notwithstanding any contrary provision contained herein, an Eligible FINRA Participant who changed his distribution election pursuant to Section 9 of the Prior Plan shall be entitled to have his Account distributed in accordance with the new election. The term “Eligible FINRA Participant” shall have the meaning ascribed to it under Section 9 of the Prior Plan.

9. Payment of SIAC SESP Grandfathered Accounts.

(a) A Participant shall be permitted, in the time and manner prescribed by the Committee, to elect to have his SIAC SESP Grandfathered Account distributed to him upon his retirement or Employment Termination (as defined below) or to his Beneficiary, in the event of his death, in one of the following forms of distribution:

(A) Single Payment. Payment of the Participant’s SIAC SESP Grandfathered Account, valued as of the end of the month coincident with or next following the event occasioning the payment, in a single sum payment made as soon as administratively practicable following such valuation date.

(B) Deferred Single Payment. Payment of the Participant’s SIAC SESP Grandfathered Account, valued as of the end of the month coincident with or next following the first anniversary of the event occasioning payment in a single sum payment made as soon as administratively practicable following such valuation date.

(C) Annual Installment. Payments of the Participant’s SIAC SESP Grandfathered Account in annual installments over 10 years or over a period of 2 to 5 years as elected by the Participant. The first annual installment payment shall be based on the value of the account as of the end of the month coincident with or next following the event occasioning distribution and shall be paid on or as soon as practicable after such date. Each subsequent annual installment shall be paid as soon as practicable after the annual anniversary of such initial valuation date, based on the value of the account, determined by dividing the value of the account, determined in accordance with the foregoing, by the number of annual installments due and not yet distributed.

(D) Deferred Annual Installment. Payments of the Participant’s SIAC SESP Grandfathered Account as provided pursuant to the Annual Installment form described in subsection (C) above except that the first annual installment shall be made as soon as practicable after the first anniversary of the event occasioning payment based on the value of the account at such first anniversary date. Each subsequent annual installment shall be determined by dividing the value of the account, determined in accordance with the foregoing, by the number of annual installments due and not yet distributed.

To the extent applicable, a Participant may make different distribution elections for sub-accounts in his SIAC SESP Grandfathered Account.

(b) A Participant may, in the time and manner prescribed by the Committee, change the distribution election in effect for his SIAC SESP Grandfathered Account (or with respect to any sub-account in such account) provided, however, that no change in any distribution election will be effective prior to the expiration of a period of one year after the date that it is made. If a Participant does not timely or properly make a time and form of payment distribution election, distribution of such Participant’s SIAC SESP Grandfathered Account shall be made to him pursuant to the Single Payment form of distribution described in Section 9(a)(A) above. Once payment of a Participant’s SIAC SESP Grandfathered Account has commenced, such Participant shall not be permitted to change the form of distribution during his lifetime.

(c) A Participant may also, in the time and manner prescribed by the Committee, elect to have the distribution of his SIAC SESP Grandfathered Account be made to his Beneficiary, in the event of his death, in one of the forms of distribution set forth in Section 9(a) above. A Participant may make different distribution elections for sub-accounts in his SIAC SESP Grandfathered Account. A Participant may change an election made pursuant to this section at any time.

(d) A Participant shall not be eligible to receive a distribution of his SIAC SESP Grandfathered Account pursuant to an distribution election made under this Section 9 until such Participant has incurred an Employment Termination (as defined below).

(e) Notwithstanding any provision of the Plan to be contrary, any distribution from the Plan to a trust or estate which is the Beneficiary of a Participant shall be made in a lump sum regardless of the Participant’s election.

(f) The following capitalized terms shall have the meanings ascribed to them below for purposes of this Section 9:

(A) “Employment Termination” means the termination of employment of a Participant with the Employer, the SIAC Controlled Group and the Affiliated Organizations for any reason whatsoever, including but not limited to death, Disability, retirement, resignation or involuntary termination.

(B) “SIAC Controlled Group” means SIAC and any corporation which is a member of a controlled group of corporations (as defined in Section 414(b) of the code) which includes SIAC and any trade or business (whether or note incorporated) which is under common control (as defined in Section 414(c) of the Code) with SIAC.

(C) “Affiliated Organization” means any of The Depositary Trust and Clearing Corporation, The Depositary Trust Company, and the National Securities Clearing Corporation.

10. Claims Procedure.

(a) The Committee shall appoint an administrator (“Administrator”) who shall have the authority and discretion to determine all initial claims for benefits under the Plan by Participants or their Beneficiaries based on the Plan documents. Within ninety (90) days after receiving a claim (or within forty-five (45) days if the claim involves a determination of Disability (“Disability Claim”)), the Administrator shall notify the Participant or Beneficiary of his decision in writing, giving the reasons for the decision, if adverse to the claimant, and the other required information specified in this Section 10(a) below. The 90-day period may be extended for up to one hundred and eighty (180) days (or in the case of a Disability Claim, for seventy-five (75) days or up to a maximum of one hundred and five (105) days), if the claimant is notified of the need for additional time, including notification of the reason for the delay. Notification of the need for an extension shall be provided by the Administrator to the claimant prior to the end of the initial 90-day period or initial 45-day period in the case of a Disability Claim. If the decision is adverse to the claimant, the Administrator shall advise the claimant of the specific reason(s) for the denial, the Plan provisions involved, of any additional information or material that he must provide to perfect his claim and why, and of his right to request a review of the decision, the procedures to be followed and the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination.

(b) A claimant may request a review of an adverse decision by written request to the Committee made within sixty (60) days (or within one hundred and eighty days (180) days, if a Disability Claim) after receipt of the decision. The claimant, or his duly authorized representative, may review pertinent documents and submit written issues and comments. In the case of a Disability Claim, if the Administrator is also a member of the Committee, such Administrator shall not be permitted to review the appeal of such claim.

(c) Within sixty (60) days (or within forty-five (45) days if a Disability Claim), after receiving a request for review, the Committee shall notify the claimant in writing of (i) its decision; (ii) the specific reasons for the adverse benefit determination, with references to the specific Plan provisions upon which the denial is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and copies of all documents, records and other information relevant to the claim; and (iv) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA. If the Committee determines that additional time is needed to review the claim, the initial 60-day period (or initial 45-day period in the case of a Disability Claim) may be extended by 60 days from the end of the initial 60-day period or, in the case of a Disability Claim, by 45 days from the end of the initial 45-day period. The extension notice will indicate the special circumstances requiring the extension and will indicate the date by which the Committee expects to make a determination upon review.

(d) The Committee may at any time alter the claims procedure set forth above, so long as the revised claims procedure complies with Section 503 of ERISA, and the regulations issued thereunder (“ERISA Claims Procedure Rules”). For the avoidance of doubt, the provisions of the ERISA Claims Procedure Rules are incorporated herein by reference.

(e) The Administrator and the Committee shall have the full power and authority to interpret, construe and administer this Plan in their sole discretion based on the provisions of the Plan documents and to decide any questions and settle all controversies that may arise in connection with the Plan. Interpretations and constructions of the Plan made by the Administrator and the Committee and actions taken thereunder, made in their sole discretion, including any valuation of the Accounts, any determination under this Section 10, or the amount of the payment to be made hereunder, shall be based on the Plan documents and shall be final, binding and conclusive on all persons for all persons. Neither the Administrator nor any member of the Committee (or any designee of the Committee) shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan. To the extent that a form prescribed by the Committee (or its designee) to be used in the operation and administration of the Plan does not conflict with the terms and provisions of the Plan document, such form shall be evidence of (i) the Committee’s interpretation, construction and administration of this Plan and (ii) decisions or rules made by the Committee (or its designee) pursuant to the authority granted to the Committee under the Plan.

11. Construction of Plan.

(a) This Plan is “unfunded” and the benefits payable hereunder shall be paid by the Employer out of its general assets. Participants and their designated Beneficiaries shall not have any interest in any specific asset of the Employer as a result of this Plan. Nothing contained in this Plan and no action taken pursuant to the provisions of this Plan shall create or be construed to create a trust of any kind, or a fiduciary relationship amongst any Employer, the Committee, and the Participants, their designated Beneficiaries or any other person. Any funds which may be invested under the provisions of this Plan shall continue for all purposes to be part of the general funds of the applicable Employer and no person other than the applicable Employer shall by virtue of the provisions of this Plan have any interest in such funds. To the extent that any person acquires a right to receive payments from any Employer under this Plan, such right shall be no greater than the right of any unsecured general creditor of the Employer. The Employer may, in its sole discretion, establish a “rabbi trust” to pay benefits hereunder.

(b) Each Employer shall be liable for the obligations hereunder only with respect to deferrals, Matching Contributions, Special RAP Contributions and Earnings thereon, attributable to each Participant’s Salary paid by such Employer, and not with respect to the deferrals paid by any other Employer. Any amounts paid by an Employer for another Employer to a Participant shall be deemed merely an accommodation and administrative convenience and not an acknowledgment in any manner of any liability for the obligations of such other Employer.

(c) All expenses incurred in administering the Plan shall be paid by the Employer.

(d) At such times as the Committee may determine, but not less frequently than annually, each Participant shall be given a statement setting forth the value of his Account.

(e) All consents, elections and other actions required or permitted to be made by Participants or other persons under the Plan shall be made in writing on such forms and in such manner as the Committee (or its designee) may require from time to time. Forms shall be effective only if filed with the Committee (or its designee).

12. Limitation of Rights.

Nothing contained herein shall be construed as conferring upon an Employee the right to continue in the employ of any Employer as an executive or in any other capacity or to interfere with the Employer’s right to discharge him at any time for any reason whatsoever.

13. Payment Not Salary.

Any benefits payable under this Plan shall not be deemed salary or other compensation to the Employee for the purposes of computing benefits to which he may be entitled under any pension plan or other arrangement of any Employer for the benefit of its employees.

14. Severability.

In case any provision of this Plan shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Plan shall be construed and enforced as if such illegal and invalid provision never existed.

15. Withholding.

All payments under this Plan shall be subject to the withholding of such amounts relating to federal, state or local taxes as each Employer may reasonably determine it should withhold based on applicable law or regulations.

16. Assignment.

This Plan shall be binding upon and inure to the benefit of the Employers, their successors and assigns and the Participants and their heirs, executors, administrators and legal representatives. In the event that any Employer sells or transfers all or substantially all of the assets of its business and the acquiror of such assets assumes the obligations hereunder, the Employer shall be released from any liability imposed herein and shall have no obligation to provide any benefits payable hereunder.

17. Non-Alienation of Benefits.

The benefits payable under this Plan shall not be subject to alienation, transfer, assignment, garnishment, execution or levy of any kind, and any attempt to cause any benefits to be so subjected shall not be recognized.

18. Governing Law.

To the extent legally required, the Code and Parts 1 and 5 of Title I of ERISA shall govern the Plan, as applicable and, if any provision hereof is in violation of any applicable requirement of the Code or ERISA, the Board reserves the right to retroactively amend the applicable Plan to comply therewith. To the extent not governed by the Code and Parts 1 and 5 of Title I of ERISA, the Plans shall be governed by the laws of the State of New York, without regard to conflict of law provisions.

19. Amendment or Termination of Plan.

The Board (or a duly authorized committee thereof), or a person designated by the Board may, in its or his sole and absolute discretion, amend this Plan or any component plan thereof from time to time and at any time in such manner as it or he deems appropriate or desirable, and the Board (or a duly authorized committee thereof) or a person designated by the Board may, in its or his sole and absolute discretion, terminate the Plan or any component plan thereof for any reason or no reason from time to time and at any time in such manner as it or he deems appropriate or desirable. An Employer may withdraw from this Plan at any time, in which case it shall be deemed to maintain a separate plan for Participants who are its employees identical to this Plan except that such Employer shall be deemed to be the “NYSE” for all purposes. No amendment, termination or withdrawal shall reduce or terminate the then vested benefit of any Participant or Beneficiary. Upon the termination or a withdrawal by an Employer from the Plan, the Employer shall not be permitted to accelerate the distribution of Accounts to Participants and Beneficiaries hereunder; if such event occurs, Accounts shall be distributed as provided in Sections 8 and 9 of the Plan and in accordance with the elections then in effect made by Participants and Beneficiaries.

20. Non-Exclusivity.

The adoption of the Plan by an Employer shall not be construed as creating any limitations on the power of the Employer to adopt such other supplemental retirement income arrangements as it deems desirable, and such arrangements may be either generally applicable or limited in application.

21. Non-Employment.

This Plan is not an agreement of employment and it shall not grant the employee any rights of employment.

22. Gender and Number.

Wherever used in this Plan, the masculine shall be deemed to include the feminine and the singular shall be deemed to include the plural, unless the context clearly indicates otherwise.

23. Headings and Captions.

The headings and captions herein are provided for reference and convenience only. They shall not be considered part of the Plan and shall not be employed in the construction of the Plan.

24. Interpretation of the Plan.

The Committee shall have the authority to adopt, alter or repeal such administrative rules, guidelines and practices governing the Plan and perform all acts as it shall from time to time deem advisable; to construe and interpret the terms and provisions of the Plan; and to otherwise supervise the administration of the Plan. The Committee, in its discretion, may delegate its authority hereunder to one or more Employees of the Employer for purposes of handling the day-to-day administration of the Plan. The Plan shall be subject to, and administered in accordance with, the Rules of Operation and Administration of the NYSE Group, Inc. and Affiliates NonQualified Deferred Compensation Plans, the provisions of which are hereby incorporated by reference.

25. Construction of Words.

Whenever used in the Plan, a masculine pronoun shall be deemed to include the masculine and feminine pronoun and a singular word shall be deemed to include the singular and the plural in all cases where the context so requires.

26. Entire Agreement.

This Plan, along with the Participants’ elections hereunder, constitutes the entire agreement between the Employer and the Participants pertaining to the subject matter herein and supersedes any other plan or agreement, whether written or oral, pertaining to the subject matter herein. No agreements or representations, other than as set forth herein, have been made by the Employer with respect to the subject matter herein.

IN WITNESS WHEREOF, the NYSE has caused this Plan to be executed this             day of             , 2007.

NEW YORK STOCK EXCHANGE LLC

By:

Title:

EX-10.54

Exhibit 10.54

NEW YORK STOCK EXCHANGE AND SUBSIDIARY COMPANIES

SUPPLEMENTAL EXECUTIVE SAVINGS PLAN

(Amended and Restated Effective as of January 1, 2008)

AMENDMENT NUMBER ONE

WHEREAS, the New York Stock Exchange, Inc., succeeded effective March 7, 2006 by New York Stock Exchange LLC, Inc. (the “Company”), established the New York Stock Exchange and Subsidiary Companies Supplemental Executive Savings Plan (formerly the New York Stock Exchange, Inc. Supplemental Executive Savings Plan) (the “Plan”), which Plan has been amended from time to time, and was most recently amended and restated as January 1, 2008; and

WHEREAS, the Company wishes to make certain amendments to the Plan to reflect final Treasury regulations under Section 409A of the Internal Revenue Code of 1986, as amended; and

WHEREAS, the Company delegated to NYSE Group, Inc. the right to amend the Plan.

NOW, THEREFORE, the Plan is hereby amended as follows, effective as of January 1, 2008:

1. The following language is added to the end of Section 1(b) of the Plan:

The Committee is authorized to amend the provisions of the Plan at any time and in any manner without the consent of Participants solely to comply with the requirements of Section 409A of the Code and to avoid the imposition of an excise tax under Section 409A on any payment to be made hereunder, provided that there is no reduction in the benefits provided hereunder. Notwithstanding the foregoing, in no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A of the Code or any damages for failing to comply with Section 409A.

2. Section 2(j) of the Plan is amended to read as follows;

“Disability” means (i) the Participant is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months or (ii) an incapacity for which the Participant is receiving, for at least three months, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than 12 months, disability benefits under the Employer’s Long Term Disability Plan (or would be eligible to receive such benefits if the Participant had participated in such plan) or for which the Participant is receiving Social Security disability benefits.

3. Sections 8(a), (b) and (c) of the Plan are amended to read as follows:

(a) Upon a Participant’s election to participate in the Plan, he shall make elections to receive his Supplemental Account and his Special RAP Contributions Account either in a lump sum distribution or approximately equal annual installments over a period of 2 to 20 years, as elected by the Participant. Each such distribution shall be paid or commence on (i) the first day of the month coincident with or next following the Participant’s Termination of Employment (other than by reason of death), (ii) the January 1 next following his Termination of Employment or (iii) the first day of the month coincident with or next following the first anniversary of his Termination of Employment, as elected by the Participant. The Supplemental Account and Special RAP Contributions Account of a Participant who elects to receive annual installment payments from such accounts shall continue to be credited with Earnings until the final installment is paid. Each installment elected by the Participant shall equal the balance in the Participant’s Supplemental Account and Special RAP Contribution Account immediately prior to the date of distribution, divided by the number of unpaid installments and shall be paid on the annual anniversary of the first installment, until all installments elected by the Participant have been paid. Notwithstanding the foregoing, the time and form of payment distribution election applicable to a Participant’s Supplemental Account, including any separate plan encompassed within the Plan or sub-account, must be identical. However, a Participant may make different time and form of payment elections for his Supplemental Account and Special RAP Contributions Account. If a Participant does not make a distribution election with respect to the time and form of payment of his Supplemental Account and Special RAP Contributions Account, the amount credited to such accounts shall be paid to him as follows: (i) to the extent applicable, with respect to a Participant who incurs a Separation from Service prior to December 31, 2008, pursuant to the distribution election made by the Participant with respect to the Supplemental Benefits payable to him under the Grandfathered Plan, except that installments shall be paid at the time and in the manner described in this Section 8(a); or (ii) in a single lump sum payment to be made on the first day of the month coincident with or next following his Termination of Employment (other than by reason of death). Notwithstanding the foregoing provisions, in no event shall any distribution commence to be made to any Participant who is a “Specified Employee” prior to a date that is six months after the date of such Participant’s Termination of Employment unless the termination is due to

Disability or death. Any distribution which would have been made during such six-month period beginning with the date of the Participant’s Termination of Employment, had the Participant not been a Specified Employee, shall be made on the six-month anniversary of such Specified Employee’s Termination of Employment.

(b) A Participant may change an existing distribution election regarding the time and form of payment of his Supplemental Account or Special RAP Contributions Account and make a new election from among the available options set forth in Section 8(a) above by filing the prescribed form with the Committee at least one (1) year prior to the Participant’s Termination of Employment (“One Year Rule”); provided, however, that the foregoing rule shall not apply to changes in distribution elections made by Participants prior to December 31, 2008. Effective for Supplemental Plan Years beginning on or after January 1, 2009, in addition to the One Year Rule, a change in a distribution election shall not be given effect under the Plan unless (i) the new election is made at least 12 months prior to the date that the distribution would otherwise commence; (ii) the new election delays the commencement of the distribution to the Participant by five years from the date that the distribution would otherwise have been made pursuant to the Participant’s initial election or any subsequent election, as the case may be; and (iii) the new election does not become effective until 12 months after the date that it is made. Notwithstanding the foregoing provisions, in no event shall any distribution commence to be made to any Participant who is a “Specified Employee” prior to a date that is six months after the date of such Participant’s Termination of Employment unless the termination is due to Disability or death. Any distribution which would have been made during such six-month period beginning with the date of the Participant’s Termination of Employment, had the Participant not been a Specified Employee, shall be made on the six-month anniversary of such Specified Employee’s Termination of Employment.

(c) Subject to the provisions of Section 8(d) below, a Participant shall have the right, in a writing filed with the Committee, to make an election, prior to his Termination of Employment, to have the portion of his Supplemental Account and Special RAP Contributions Account that is payable at his death to be paid to his Beneficiary in a lump sum distribution or approximately equal annual installments, over a period of 2 to 20 years as elected by the Participant. Each installment elected by the Participant shall equal the balance in the Participant’s Supplemental Account and Special RAP Contribution Account immediately prior to the date of distribution, divided by the number of unpaid installments and shall be paid on the annual anniversary of the first installment, until all installments elected by the Participant have been paid. Each such distribution shall be paid or commence on (i) the first day of the month coincident with or next following his death, (ii) the January 1 next following his death or (iii) the first day of the month coincident with or next following the first anniversary of his death, as elected by the Participant. Such elections (or any election to revoke or change a prior election) must be made and filed with the Committee at least one year prior to the earlier of the Participant’s death or Termination of Employment in order to be given effect under the Plan. Notwithstanding any contrary provision in this Section 8(c), in the event that a distribution election is not on file under the Plan for a Participant at the time of his death, the Supplemental Account and Special RAP Contributions Account payable on behalf of

such deceased Participant shall be paid to his Beneficiary in accordance with the Participant’s election under the Grandfathered Plan, if applicable, except that installments shall be paid in the manner described in this Section 8(c), or, in a single lump sum on the first day of the month following the Participant’s death.

4. Except where otherwise expressly amended herein, the Plan is hereby ratified and confirmed and shall continue in full force and effect.

IN WITNESS WHEREOF, the New York Stock Exchange LLC. has caused this Amendment to be executed by the undersigned duly authorized officer on this 22^nd day of December, 2008.

New York Stock Exchange LLC
By:	Leroy M. Whitaker, Leroy M. Whitaker, Senior Vice-President

EX-10.55

Exhibit 10.55

SECURITIES INDUSTRY AUTOMATION CORPORATION

SUPPLEMENTAL INCENTIVE PLAN

As Amended and Restated Effective

January 1, 2008

TABLE OF CONTENTS

		PAGE
1.	INTRODUCTION	1
2.	DEFINITIONS	1
3.	ELIGIBILITY	4
4.	ADMINISTRATION	4
5.	PARTICIPANT ACCOUNTS	5
6.	CONTRIBUTIONS	5
7.	VESTING	6
8.	INVESTMENT OF ACCOUNTS	7
9.	VALUATION	8
10.	DISTRIBUTIONS	8
11.	AMENDMENT OR TERMINATION	11
12.	NATURE OF OBLIGATIONS OF NYSE	12
13.	NON-ASSIGNMENT OF INTEREST	12
14.	NOT AN EMPLOYMENT CONTRACT	13
15.	WITHHOLDING	13
16.	DESIGNATION OF BENEFICIARY(IES)	13
17.	SEVERABILITY OF PROVISIONS	14
18.	CLAIMS PROCEDURES	14
19.	GOVERNING LAW AND INTERPRETATION	15
20.	OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS	15
21.	NON-EXCLUSIVITY	15
22.	COMPLIANCE	15
23.	HEADINGS AND CAPTIONS	16
24.	GENDER AND NUMBER	16

1.

INTRODUCTION

1.1. This instrument sets forth the terms and conditions of the Securities Industry Automation Corporation Supplemental Incentive Plan (the “Plan”), as amended and restated effective January 1, 2008. The Plan was adopted effective January 1, 1999 and was amended and restated effective January 1, 2002. The Plan was thereafter amended to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”). The purpose of this amendment and restatement is to bring the Plan into compliance with final regulations under Section 409A of the Code and to update the administrative provisions of the Plan.

1.2. The purpose of the Plan is to provide supplemental incentive benefits to, or on account of, certain employees of the Employer, as defined herein, who meet the eligibility requirements of the Plan. It is intended that the Plan shall aid the Employer in retaining and attracting employees whose abilities, experience and judgment can contribute to the continued progress of the Employer. The Plan is being maintained primarily for the purpose of providing deferred compensation for a select group of management or highly compensated employees of the Employer.

1.3. The benefits of any Participant, as defined herein, who incurred a Separation from Service, as defined herein, prior to January 1, 2008, or the surviving Beneficiary, as defined herein, of any deceased Participant who died prior to January 1, 2008, shall be governed under the terms of the Plan in existence at the time of the Participant’s Separation from Service (including as a result of death), except as otherwise specifically provided in the Plan. Notwithstanding the foregoing, the form and timing of distribution of any benefits under the Plan to any individual which commence on or after January 1, 2008 shall be determined under the provisions of this Plan.

2.

DEFINITIONS

2.1. “Account” means the bookkeeping account established for a Participant under the Plan and to which Contributions with respect to such Participant are credited from time to time, as adjusted from time to time as provided in the Plan.

2.2. “Administrator” means the person or persons so designated and acting under Section 4 of the Plan.

2.3. “Affiliated Company” means The Depository Trust & Clearing Corporation, The Depository Trust Company, National Securities Clearing Corporation, New York Stock Exchange, Inc., and/or the American Stock Exchange LLC; provided, however, that any of the foregoing companies shall cease to be an Affiliated Company if it becomes a member of the NYSE Controlled Group.

2.4. “Annual Incentive Award” means the total annual incentive award, if any, paid on or before March 31, 2006 to a Participant or deferred by a Participant under the Securities

Industry Automation Corporation Supplemental Executive Savings Plan, as amended from time to time, with respect to a Plan Year pursuant to the annual incentive award program applicable to such Participant.

2.5. “Base Salary” means the base salary of a Participant from the Employer during any Plan Year without regard to reduction therein pursuant to any salary reduction agreement then in effect under any plan or agreement sponsored by the Employer.

2.6. “Beneficiary” means the person or persons designated by the Participant on his or her most recent Distribution Option Election Form to receive any death benefits payable under the Plan.

2.7. “Board” means the Board of Directors of NYSE.

2.8. “Code” means the Internal Revenue Code of 1986, as amended.

2.9. “Committee” means the Committee designated by the NYSE to act under the Plan in the manner herein set forth herein.

2.10. “Contribution” means a bookkeeping entry to a Participant’s Account in an amount determined pursuant to Section 6 of the Plan.

2.11. “Distribution Option Election Form” means the form provided by the Administrator and completed by the Participant indicating the form in which such Participant’s benefit shall be distributed and designating such Participant’s Beneficiary. Beneficiary designations shall be made in accordance with Section 16.

2.12. “Eligible Commission” means 100% of the commissions which Sector, Inc. pays on or before March 31, 2006 to any commission eligible employee for a Plan Year, but not in excess of 40% of his or her annualized rate of Base Salary as of the last day of the prior Plan Year; provided, however, that in a Participant’s initial year of employment, Eligible Commissions shall not exceed 40% of such Participant’s annualized rate of Base Salary as of the last day of the Plan Year in which such Participant was initially employed.

2.13. “Eligible Employee” means (1) any employee of the Employer who as of the last day of the Plan Year had the title of vice president, (2) any non-officer employee of an Employer who as of the last day of the Plan Year had a Base Salary at least equal to the control point of the salary range of the highest non-officer salary grade for the Plan Year, or (3) any commission eligible employee of Sector, Inc. whose aggregate Base Salary and Eligible Commissions as of the last day of the Plan Year were at least equal to the control point of the salary range of the highest non-officer salary grade for the Plan Year. Notwithstanding the foregoing provisions of this Section 2.13, the term “Eligible Employee” shall not include any consultant, Leased Employee (within the meaning of Section 414(n) of the Code) or any other individual providing services to the Employer who is not included on the payroll records of the Employer as an employee (regardless of whether that individual would otherwise be required to be treated as an employee for any other reason).

In the event it is determined that a Participant has failed to meet the eligibility requirements for a Plan Year, such Participant shall continue to participate in the Plan, but no Contribution will be made on behalf of such Participant pursuant to Section 6 of the Plan for such Plan Year.

2.14. “Employer” means NYSE on or after November 1, 2006 and prior to November 1, 2006, SIAC and/or Sector, Inc.

2.15. “NYSE” means NYSE Group, Inc. and any successor by merger, consolidation, purchase or otherwise.

2.16. “NYSE Controlled Group” shall mean NYSE and any corporation which is a member of a controlled group of corporations (as defined in Code Section on 414(b)) which includes NYSE and any trade or business (whether or not incorporated) which is under common control (as defined in Code Section 414(c)) with NYSE.

2.17. “Participant” means (i) an Eligible Employee covered under the Plan in accordance with Section 3, (ii) any individual with an Account balance under the Plan who ceased being an Eligible Employee by reason of his or her transfer from the NYSE Controlled Group to an Affiliated Company and (iii) an individual with a vested Account balance under the Plan pursuant to Section 7.1 hereof.

2.18. “Plan” means the Securities Industry Automation Corporation Supplemental Incentive Plan, as set forth herein and as amended from time to time.

2.19. “Plan Year” means the calendar year in which a Participant’s Annual Incentive Award is earned, or if applicable, the calendar year in which a Participant’s Eligible Commission is earned.

2.20. Separation from Service” shall mean the termination of employment of an Employee with the NYSE Controlled Group for any reason whatsoever, including but not limited to death, Total Disability, retirement, resignation or involuntary termination, provided, that, such employment termination constitutes a “separation from service” within the meaning of Section 409A(a)(2)(A)(i) of the Code and the Treasury Regulations issued thereunder.

2.21. “Specified Employee” shall mean a Participant who, as of the date of his Separation from Service, is a key employee (as defined under Code Section 416(i)(1)(A)(i), (ii) or (iii) but determined without reference to Code Section 416(i)(5)) of the Employer, as determined in accordance with the rules and procedures specified by the Committee in accordance with the requirements of Section 409A of the Code and the Treasury Regulations issued thereunder. The status of a Participant as a Specified Employee during the Measurement Period (defined herein) shall be determined annually on December 31st of the Plan Year immediately preceding the Measurement Period (“Identification Date”). The Measurement Period shall be the twelve (12) month period beginning on the April 1st succeeding the Identification Date for which it relates and ending on the March 31st of the following Plan Year.

2.22. “Total Disability” shall mean an incapacity for which the Participant is (a) receiving, for a period of at least three months, disability benefits under the NYSE’s Long Term Disability Plan by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expect to last for a continuous period of not less than twelve (12) months, (b) unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, and would be eligible to receive benefits under NYSE’s Long Term Disability Plan if he or she participated in such plan or (c) for which the Participant is receiving Social Security disability benefits.

2.23. “Year of Service” shall mean an uninterrupted period of twelve months in which a Participant is employed by an Employer or an Affiliated Company, commencing on such Participant’s first day of such employment; provided, however, that if a Participant transfers from the Employer to an Affiliated Company, a Year of Service shall include such Participant’s service with the Affiliated Company only if such Participant has not incurred a Separation from Service prior to becoming an employee of the Affiliated Company and only if such transfer from the NYSE Controlled Group to an Affiliated Company occurred prior to January 1, 2008.

3.

ELIGIBILITY

3.1. Participation in the Plan shall be solely within the discretion of the Employer. Unless otherwise provided by the Employer, each Eligible Employee is a Participant in the Plan. No employee shall become a Participant in the Plan on or after March 31, 2006.

4.

ADMINISTRATION

4.1 The Administrator and the Committee shall have the full power and authority to interpret, construe and administer this Plan in their sole discretion based on the provisions of the Plan documents and to decide any questions and settle all controversies that may arise in connection with the Plan. Interpretations and constructions of the Plan made by the Administrator and the Committee and actions taken thereunder, made in their sole discretion, including any valuation of the benefit under the Plan, any determination under this Section 4 or under Section 18, or the amount of the payment to be made hereunder, shall be based on the Plan documents and shall be final, binding and conclusive on all persons for all persons. Neither the Administrator nor any member of the Committee (or any designee of the Committee) shall be liable to any person for any action taken or omitted in connection with the interpretation and administration of this Plan. To the extent that a form prescribed by the Committee (or its designee) to be used in the operation and administration of the Plan does not conflict with the terms and provisions of the Plan document, such form shall be evidence of (i) the Committee’s interpretation, construction and administration of this Plan and (ii) decisions or rules made by the Committee (or its designee) pursuant to the authority granted to the Committee under the Plan.

4.2 The Plan shall be subject to, and administered in accordance with, the Rules of Operation and Administration of the NYSE Group, Inc. and Affiliates NonQualified Deferred Compensation Plans, the provisions of which are attached hereto as Exhibit A.

4.2 All fees and expenses incurred in administering the Plan will be paid by the NYSE.

4.3 All elections and other actions required or permitted by Participants under the Plan shall be made in writing on the Distribution Option Election Form or in such other manner as the Administrator may prescribe from time to time. A Distribution Option Election Form shall be effective only if received and approved by the Administrator.

4.4 The Committee shall have the authority to adopt, alter or repeal such administrative rules, guidelines and practices governing the Plan and perform all acts as it shall from time to time deem advisable; to construe and interpret the terms and provisions of the Plan; and to otherwise supervise the administration of the Plan. The Committee, in its discretion, may delegate its authority hereunder to one or more Employees of the Employer for purposes of handling the day-to-day administration of the Plan.

5.

PARTICIPANT ACCOUNTS

5.1. The Administrator shall establish as a bookkeeping entry an individual Account for each Participant under the Plan. Thereafter, the Administrator shall credit each Participant’s Account with all Contributions under the Plan with respect to the Participant and earnings and/or losses pursuant to Section 9 below.

6.

CONTRIBUTIONS

6.1. As soon as practicable after the Annual Incentive Award with respect to a Plan Year is paid, each Employer shall credit the Account of each of its own Participants who were Eligible Employees on the last day of such Plan Year with a Contribution in an amount determined as follows:

(a) If, as of the last day of such Plan Year, the Participant had the title of vice president of the Employer, the Employer shall make a Contribution to such Participant’s Account equal to 10% of such Participant’s Annual Incentive Award for such Plan Year.

(b) If, as of the last day of such Plan Year, the Participant is not a commission eligible employee of Sector, Inc. and has a title other than vice president of the Employer, the Employer shall make a Contribution to such Participant’s Account equal to 8% of such Participant’s Annual Incentive Award for such Plan Year.

(c) If, as of the last day of the Plan Year, the Participant is a commission eligible employee of Sector, Inc., the Employer shall make a Contribution to such Participant’s Account equal to 8% of such Participant’s Eligible Commission for such Plan Year.

However, if on the last day of any Plan Year a Participant is an Eligible employee of both SIAC and Sector, Inc. and is not a commission eligible employee of Sector, Inc., the Contribution to such Participant’s Account shall be made by the Employer paying such Annual Incentive Award.

No Participant contributions to the Plan are required or permitted.

Notwithstanding the foregoing, no credit shall be made to the Account of a Participant with respect to an Annual Incentive Award or Eligible Commission paid to a Participant after March 31, 2006.

7.

VESTING

(a) Subject to Section 7.2 below, each Participant’s Account shall become vested upon the first to occur of the following:

(1) The Participant’s attainment of age 65 while in the service of the NYSE Controlled Group;

(2) The Participant’s attainment of age 50 with 20 Years of Service;

(3) The Participant’s attainment of age 55 with 5 Years of Service; or

(4) The Participant’s Separation From Service by reason of death or Total Disability.

(b) Notwithstanding the foregoing, amounts credited to a Participant’s Account after May 18, 2005 shall, subject to Section 7.2, become vested upon the first to occur of the following:

(1) The Participant’s attainment of age 65 while in the service of an Employer or, if the Participant transferred employment directly to an Affiliated Company, while in the service of an Affiliated Company;

(2) 10 years after the date the amount is credited to the Participant’s Account;

(3) The Participant’s attainment of age 55 with 10 Years of Service; or

(4) The Participant’s Separation From Service by reason of death or Total Disability;

provided, however, that this Section 7.1(b) shall be null and void as of December 2, 2005.

(c) Subject to Section 7.2 below, the Account of each Participant who terminates employment by reason of a transfer of employment without intermediate employment to an Affiliated Company prior to January 1, 2008 and who is in the employment of an Affiliated Company as of December 31, 2007 shall become vested in his or her Account as of December 31, 2007. Each Participant who

terminates employment by reason of a transfer of employment (with or without intermediate employment) to an Affiliated Company on or after January 1, 2008 and who is not vested in his or her Account as of transfer of employment shall forfeit his or her Account.

7.2. If a Participant is promoted to the position of senior vice president of the Employer, or any position higher than that of senior vice president, the Administrator shall calculate:

(a) such Participant’s lump-sum benefit under the Securities Industry Automation Corporation Supplemental Executive Retirement Plan, as amended from time to time (the “SERP”), recognizing the applicable percentage of his or her Incentive Award (as that term is defined in the SERP (the “Incentive Award”) as determined under the SERP;

(b) such Participant’s limp-sum benefit under the SERP determined without regard to the applicable percentage of his or her Incentive Award; and

(c) the difference between the amount determined under Section 7.2(a) and the amount determined under Section 7.2(b) above.

In determining the lump sum amounts under (a) and (b) above, the interest rate and mortality rate assumptions shall be the interest rate and mortality rate assumptions which would apply under the SERP if the Participant had been terminated on the date of his promotion. In addition, a lump sum amount calculated under (a) or (b) above shall be equal to the present value of the SERP benefit which would be paid at age 65 if such Participant were vested and terminated on his promotion date.

If the amount determined pursuant to Section 7.2(c) above exceeds such Participant’s Account balance as of the date of such promotion, such Participant shall no longer be entitled to any benefit under the Plan regardless of his or her vested status under Section 7.1 above and such Participant’s Account balance shall be forfeited to the Employer. If the amount determined pursuant to Section 7.2(c) above is less than the balance of such Participant’s Account as of the date of such promotion, such Participant shall no longer be entitled to any benefit under the Plan regardless of his or her vested status under Section 7.1 above, and the Employer shall make a one-time contribution to such Participant’s account under the Securities Industry Automation Corporation Supplemental Executive Savings Plan, as amended from time to time, equal to the difference between such Participant’s Account balance on the date of such promotion and the amount determined pursuant to Section 7.2(c) above.

Notwithstanding the foregoing, this Section 7.2 shall be null and void effective as of May 18, 2005; provided, however, that no amount shall be transferred to the Securities Industry Automation Corporation Supplemental Executive Savings Plan pursuant to this Section 7.2 in Plan Years beginning on or after January 1, 2005.

8.

INVESTMENT OF ACCOUNTS

8.1. During and for each Plan Year, the balances in each Participant’s Account will be deemed to be invested as of the date Contributions are credited to such Account under the Plan in such investment vehicle(s) as selected by the NYSE in its sole discretion. The NYSE

shall, in its sole discretion, have the right at any time and from time to time to change the investment vehicle(s) or to offer Participants the ability to direct, subject to rules and procedures established by the Administrator, the deemed investment of their respective Accounts among the investment vehicle(s) designated at any time and from time to time by the NYSE in its sole discretion.

8.2. At the end of each calendar month, or such other period as the Administrator shall determine in its sole discretion, each Participant’s Account shall be adjusted pursuant to Section 9 and such adjusted Account balance shall then be reinvested for the immediately succeeding calendar month, or other applicable period.

9.

VALUATION

9.1. At the end of each calendar month (or more frequently as the Administrator, in its sole discretion, shall direct), the balance in the Account of each Participant shall be determined by the Administrator, taking into account any increase therein resulting from Contributions for such calendar month (or other valuation period) under Section 6, if any, and any earnings or losses attributable to such Participant’s existing Account balance and any decrease therein resulting from the distribution to such Participant, or such Participant’s Beneficiary(ies), of any portion of such Account pursuant to Section 10 below. The balance determined as of the end of each Plan Year shall be communicated in writing to each Participant or Benefitiary(ies) if applicable, as soon as practicable after the end of each Plan Year.

10.

DISTRIBUTIONS

10.1. Distributions on Separation from Service other than by Death.

(a) The Account of a Participant who incurs a Separation from Service on or after January 1, 2007 shall be distributed upon his or her Separation From Service in 10 annual installments, commencing on the first day of the month coincident with or next following the date on which such Separation from Service occurs. Each annual installment will be determined by dividing the value of such Participant’s Account at the time of the distribution by the number of remaining unpaid annual installments. Each subsequent installment shall be paid on the annual anniversary date of the first installment, until 10 annual installments have been paid.

(b) Each Participant who incurs a Separation from Service before January 1, 2007 may select from one of the following Separation from Service distribution options under the Plan:

(1) A lump sum payment on the first day of the month next following the date on which the Participant’s Separation From Service occurs;

(2) A deferred lump sum payment payable on the first day of the month next following the date on which the first anniversary of the Participant’s Separation from Service occurs;

(3) Annual installments over a period of 2, 3, 4, 5, or 10 years, commencing on the first day of the month next following the date on which such Separation from Service occurred. Each annual installment will be determined by dividing the value of such Participant’s Account at the time of the distribution by the number of remaining unpaid annual installments. Each subsequent installment shall be paid on the annual anniversary date of the first installment, until the number of annual installments elected by the Participant have been paid; or

(4) Deferred annual installments over a period of 2, 3, 4, 5 or 10 years, commencing on the first anniversary of the first day of the month next following the date on which such Separation from Service occurred. Each annual installment will be determined by dividing the value of such Participant’s Account at the time of the distribution by the number of remaining unpaid annual installments. Each subsequent installment shall be paid on the annual anniversary date of the first installment, until the number of annual installments elected by the Participant have been paid.

(c) (1)         In the case of a Specified Employee who incurs a Separation from Service on or after November 1, 2006, unless the termination is due to death or Total Disability, distribution of his or her benefits shall commence on the later of (i) the first day of the calendar month which is at least six (6) calendar months after such Separation from Service or (ii) the otherwise applicable date determined pursuant to the foregoing provisions of this Section. The first installment shall include any payments which would otherwise have been made under the provisions of the Plan had the Participant not been a Specified Employee.

(2) If a Participant not described in subparagraph (c)(1) above who is an officer of the Employer or of another member of the NYSE Controlled Group incurs a Separation from Service (other than by death or Total Disability) on or after November 1, 2006 and before January 1, 2008, distribution of his or her benefits shall commence on the later of (i) the first day of the first calendar month which is at least six (6) calendar months after such Separation from Service or (ii) the otherwise applicable date determined pursuant to the foregoing provisions of this Section. The first installment shall include any payments which would otherwise have been made under the provisions of the Plan had the Participant not been an officer of the Employer or of another member of the NYSE Controlled Group.

(3) Notwithstanding the foregoing, the amendments to this Section 10.1(c) shall not cause an amount to be paid in 2008 that would not otherwise be payable in 2008 prior to the amendments made by this Section 10.1(c).

(d) In the case of a Participant who incurs a Separation from Service on or after January 1, 2007, in the event of his or her death after his or her Separation From Service, the death benefit payable to the Participant’s Beneficiary shall be annual installments equal to 10 minus the number of annual installments (if any) paid to the Participant prior to his or her death. Any payments to the Beneficiary shall be made at the same time as such payments would have been made to the Participant had the Participant survived.

(e) In the case of a Participant who incurs a Separation from Service before January 1, 2007, in the event of his or her death after his or her Separation From Service, any balance remaining in such Participant’s Account on the date of his or her death shall be distributed to his or her Beneficiary in accordance with the distribution option selected by such Participant for distributions to himself or herself on the most recent Distribution Option Election Form filed by such Participant prior to the date of his or her Separation From Service.

10.2. Pre-Separation From Service Death Benefits.

In the case of a Participant who dies prior to his or her Separation from Service and on or after January 1, 2007, the death benefit payable hereunder shall be in 10 annual installments, commencing on the first day of the month coincident with or next following the date of the Participant’s death. Each annual installment will be determined by dividing the value of such Participant’s Account at the time of the distribution by the number of remaining unpaid annual installments.

In the case of a Participant who dies prior to his or her Separation from Service and before January 1, 2007, any balance remaining in such Participant’s Account on the date of his or her death shall be distributed to his or her Beneficiary in accordance with the distribution option selected by such Participant for distributions to himself or herself on the most recent Distribution Option Election Form filed by such Participant prior to the date of his or her Separation From Service. If a Participant has not selected a distribution option prior to the date of his or her death, such Participant’s Account shall be distributed in a lump sum on the first day of the month following the Participant’s death.

10.3. De Minimis Lump Sum.

(a) Notwithstanding any other provision of the Plan to the contrary, effective as of January 1, 2005, if the value of (a) a Participant’s vested Account under the Plan and (b) his or her vested accounts under all other non-qualified, defined contribution deferred compensation plans of members of the NYSE Controlled Group attributable to contributions made by members of the NYSE Controlled Group, other than contributions made at the election of the Participant, is less than the limitation under Section 402(g)(1)(B) of the Code ($15,500 for 2008 and $16,500 for 2009) for the year of his or her Separation from Service, then upon his or her Separation From Service, such vested Account shall be distributed to the Participant (c) if such Participant is not a Specified Employee. in a lump sum amount on the first day of the month coincident with or next following such

Separation From Service, and (d) unless the termination is due to death or Total Disability, if the Participant is a Specified Employee, in a single lump sum amount as of the first day of the first calendar month which is at least six (6) months after such Participant’s Separation From Service.

(b) Notwithstanding any other provision of the Plan to the contrary, effective as of January 1, 2005, if the value (a) of the Participant’s Account under the Plan and (b) his or her vested accounts under all other non-qualified, defined contribution deferred compensation plans of members of the NYSE Controlled Group attributable to contributions made by members of the NYSE Controlled Group, other than contributions made at the election of the Participant, to be distributed to a Beneficiary upon the death of a Participant has a value of less than the limitation under Section 402(g)(1)(B) of the Code ($15,500 for 2008 and $16,500 for 2009) for the year of the Participant’s death, such Account shall be distributed in a single lump sum amount on the first day of the month coincident with or next following the Participant’s death.

(c) This Section 10.3 shall not apply to any Participant unless the payment results in the termination and liquidation of the entirety of the Participant’s interest under the Plan and all other non-qualified, defined contribution deferred compensation plans of members of the NYSE Controlled Group attributable to contributions made by members of the NYSE Controlled Group, other than contributions made at the election of the Participant.

10.4. Effect of Domestic Relations Order. Notwithstanding any other provision of the Plan to the contrary, to the extent permitted by Section 409A of the Code, the time of payment or schedule of payment of a benefit may be accelerated to the extent required by a domestic relations order (as defined in Section 414(p)(1)(B) of the Code); provided that such payment is required to be made to an individual other than the Participant.

10.5. Distribution After Transfer to Affiliated Company Prior to January 1, 2008. Pursuant to the Preamble to the final regulations issued under Code Section 409A and Notice 2007-86 and notwithstanding any other provisions of the Plan to the contrary, a Participant who transferred employment to an Affiliated Company without intermediate employment prior to January 1, 2008 and who is vested in his or her Account as of December 31, 2007 shall receive distribution (in the form of 10 annual installments as described in Section 10.1(a) or as a lump sum as described in Section 10.3, as applicable) of his or her Account as soon as administratively practicable after January 1, 2008, but in no event later than 90 days after January 1, 2008, unless the provisions of those sections related to Specified Employees apply, in which case the distributions shall be in accordance with the provisions of those sections applicable to Specified Employees.

11.

AMENDMENT OR TERMINATION

11.1. The Plan may be amended, modified or terminated at any time by the Board, (or a duly authorized committee thereof) or a person designated by the Board; provided that no such amendment, modification or termination shall reduce a Participant’s vested Account

balance or materially adversely affect the distribution schedule of any Participant’s Account as of the effective date of any such amendment, modification or termination without the consent of the Participant (or, if the Participant is deceased, his or her Beneficiary(ies)). Upon termination of the Plan, distributions may be made in accordance with the provisions of the Plan as if no such termination had occurred. Any distributions at any other time or in any other form following termination of the Plan shall be permitted only to the extent permissible under Section 409A of the Code and Treasury regulations and other applicable guidance issued under Section 409A.

12.

NATURE OF OBLIGATIONS OF NYSE

12.1. NYSE will make all benefit payments under the Plan to Participants or, if applicable, Beneficiaries. No funds or assets of the Employer or any Affiliated Company will be segregated or physically set aside with respect to the Plan.

12.2. Notwithstanding the foregoing, the Employer may contribute assets to a trust fund in order to assist the Employer in paying some or all benefits to Participants and/or their Beneficiaries. However, the Employer will attempt to ensure that no funds or assets shall be segregated or physically set aside with respect to the Employer’s obligations under the Plan in a manner which would cause the Plan to be “funded” for purposes of ERISA and/or the Internal Revenue Code. This Plan shall be maintained to provide supplemental retirement benefits for a select group of management and highly compensated employees. Any Participant’s Account under the Plan is maintained for recordkeeping purposes only and is not to be considered as funded for tax or ERISA purposes. If the Employer establishes a trust fund in connection with the Plan, the assets of such trust fund shall be subject to the claims of the general creditors of the Employer in the event that the Employer becomes insolvent.

12.3. A Participant or Beneficiary, where applicable, will not have any interest in any specific asset of the Employer, any member of the NYSE Controlled Group or any Affiliated Company as a result of the Plan. The only right of a Participant or Beneficiary to receive benefits under the Plan will be that of an unsecured general creditor of the Employer.

13.

NON-ASSIGNMENT OF INTEREST

13.1. Except as may be required by law, benefits payable under the Plan will not be subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, levy or charge. Any attempt to do so shall be void; nor shall any amount in any manner be subject to any claims for the debts, contracts, liabilities, engagements or torts of the Participant (or the Participant’s Beneficiary or personal representative) entitled to such benefit. No Participant shall be entitled to borrow at any time any portion of the Participant’s Account balance under the Plan.

14.

NOT AN EMPLOYMENT CONTRACT

14.1. The existence of this Plan and/or participation in it shall not create any right of the Participant to continue in the employ of the NYSE Controlled Group and/or any Affiliated Company for any specific length of time.

15.

WITHHOLDING

15.1. All benefits payable under the Plan shall be subject to applicable Federal, foreign, state, local, income, or other taxes imposed in accordance with applicable law. The Participants, their Beneficiaries and personal representatives shall bear any and all Federal, foreign, state, local, income, or other taxes imposed in accordance with applicable law on amounts credited and/or paid under the Plan. The Employer shall have the right to deduct from any payment or settlement under the Plan or from any other compensation payable by an Employer to a Participant, any Federal, foreign, state, local, income, or other taxes of any land which the Administrator, in its sole discretion, deems necessary to be withheld to comply with any applicable law, rule or regulation.

15.2. The Administrator may accelerate payment to Participants under the Plan to provide for the payment of employment taxes under the Federal Insurance Contributions Act (FICA) incurred with respect to the Plan and federal, state or local income and withholding taxes as a result of the payment of such FICA amount, up to the amount of such taxes due, as provided in Treasury Regulation 1.409A-3(j)(4)(vi) and other applicable guidance under Section 409A.

16.

DESIGNATION OF BENEFICIARY(IES)

16.1. Each Participant under the Plan shall designate a Beneficiary or Beneficiaries to receive any payment which under the terms of the Plan becomes payable on, after or as a result of the Participant’s death on his or her Distribution Option Election Form. At any time prior to the Participant’s death, any such designation may be changed or cancelled by the Participant without the consent of any such beneficiary(ies). Any such designation, change or cancellation must be on a Distribution Option Election Form and shall not be effective until received and approved by the Administrator. If no Beneficiary(ies) has been designated by a deceased Participant, or if the designated Beneficiaries have predeceased the Participant, the Beneficiary shall be the Participant’s estate. If the Participant designates more than one Beneficiary, any payments under the Plan to such Beneficiaries shall be made in equal shares unless the Participant has expressly designated otherwise, in which case the payments shall be made in the shares designated by the Participant.

17.

SEVERABILITY OF PROVISIONS

17.1. In the event any provision of the Plan is determined to be invalid or unenforceable, or would serve to invalidate the Plan, that provision shall be deemed to be null and void, and the Plan shall be construed as if it did not contain the particular provision that would make it invalid. The Plan shall be binding upon and inure to the benefit of (a) the Employer and its respective successors and assigns, and (b) each Participant, his or her designees and estate. Nothing in the Plan shall preclude the Employers or any Affiliated Company from consolidating or merging into or with, or transferring all or substantially all of its assets to, another corporation, or engaging in any other corporate transaction.

18.

CLAIMS PROCEDURES

18.1. The Committee shall appoint an administrator (“Administrator”) who shall have the authority and discretion to determine all initial claims for benefits under the Plan by Participants or their Beneficiaries based on the Plan documents. Within ninety (90) days after receiving a claim (or within forty-five (45) days if the claim involves a determination of Total Disability (“Disability Claim”)), the Administrator shall notify the Participant or Beneficiary of his decision in writing, giving the reasons for the decision, if adverse to the claimant, and the other required information specified in this Section 16. The 90-day period may be extended for up to one hundred and eighty (180) days (or in the case of a Disability Claim, for seventy-five (75) days or up to a maximum of one hundred and five (105) days), if the claimant is notified of the need for additional time, including notification of the reason for the delay. Notification of the need for an extension shall be provided by the Administrator to the claimant prior to the end of the initial 90-day period or initial 45-day period in the case of a Disability Claim. If the decision is adverse to the claimant, the Administrator shall advise the claimant of the specific reason(s) for the denial, the Plan provisions involved, of any additional information or material that he must provide to perfect his claim and why, and of his right to request a review of the decision, the procedures to be followed and the claimant’s right to bring an action under Section 502(a) of ERISA following an adverse benefit determination.

18.2. A claimant may request a review of an adverse decision by written request to the Committee made within sixty (60) days (or within one hundred and eighty days (180) days, if a Disability Claim) after receipt of the decision. The claimant, or his duly authorized representative, may review pertinent documents and submit written issues and comments. In the case of a Disability Claim, if the Administrator is also a member of the Committee, such Administrator shall not be permitted to review the appeal of such claim.

18.3. Within sixty (60) days (or within forty-five (45) days if a Disability Claim), after receiving a request for review, the Committee shall notify the claimant in writing of (i) its decision; (ii) the specific reasons for the adverse benefit determination, with references to the specific Plan provisions upon which the denial is based; (iii) a statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to and

copies of all documents, records and other information relevant to the claim; and (iv) a statement of the claimant’s right to bring a civil action under Section 502(a) of ERISA. If the Committee determines that additional time is needed to review the claim, the initial 60-day period (or initial 45-day period in the case of a Disability Claim) may be extended by 60 days from the end of the initial 60-day period or, in the case of a Disability Claim, by 45 days from the end of the initial 45-day period. The extension notice will indicate the special circumstances requiring the extension and will indicate the date by which the Committee expects to make a determination upon review.

18.4. The Committee may at any time alter the claims procedure set forth above, so long as the revised claims procedure complies with Section 503 of ERISA, and the regulations issued thereunder (“ERISA Claims Procedure Rules”). For the avoidance of doubt, the provisions of the ERISA Claims Procedure Rules are incorporated herein by reference.

19.

GOVERNING LAW AND INTERPRETATION

19.1. To the extent legally required, the Code and ERISA shall govern this Plan, and, if any provision hereof is in violation of any applicable requirement of the Code or ERISA, the Board reserves the right to retroactively amend the Plan to comply therewith. To the extent not governed by the Code and ERISA, the Plan shall be construed and enforced in accordance with, and the rights of the parties hereto shall be governed by, the laws of the State of New York, without regard to the principles of conflict of laws thereof. This Plan shall not be interpreted as either an employment or trust agreement.

20.

OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS

20.1. Payments and other benefits received by a Participant under the Plan shall not be deemed a part of a Participant’s compensation for purposes of the determination of benefits under any other employee welfare or benefit plans or arrangements, if any, provided by the Employer or any Affiliated Company.

21.

NON-EXCLUSIVITY

21.1. The adoption of this Plan by the Employer shall not be construed as creating any limitations on the power of the Employer to adopt such other supplemental retirement income arrangements as it deems desirable, and such arrangements may be either generally applicable or limited in application.

22.

COMPLIANCE

22.1. Although the Employer makes no guarantee with respect to the tax treatment of payments hereunder, the Plan is intended to comply with the requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent.

Accordingly, the NYSE reserves the right through the action of the Committee to amend the provisions of the Plan at any time and in any manner without the consent of Participants solely to comply with the requirements of Section 409A and to avoid the imposition of an excise tax under Section 409A on any payment to be made hereunder. Notwithstanding the foregoing, in no event whatsoever shall the Employer be liable for any additional tax, interest or penalty that may be imposed on a Participant by Section 409A or any damages for failing to comply with Section 409A of the Code.

23.

HEADINGS AND CAPTIONS

23.1. The headings and captions herein are provided for reference and convenience only. They shall not be considered a part of the Plan and shall not be employed in the construction of the Plan.

24.

GENDER AND NUMBER

24.1. Wherever used in this Plan, the masculine shall be deemed to include the feminime and the singular shall be deemed to include the plural, unless the context clearly indicates otherwise.

IN WITNESS WHEREOF, the NYSE Group, Inc. has executed this amended and restated Plan on this 22^nd day of December, 2008.

NYSE GROUP, INC.
By:	Leroy M. Whitaker, Senior Vice-President

EXHIBIT A

RULES OF OPERATION AND ADMINISTRATION OF THE

NYSE GROUP, INC. AND AFFILIATES

NONQUALIFIED DEFERRED COMPENSATION PLANS

(As Amended and Restated Effective December 10, 2008)

1. Plans Covered by the Rules.

The term “Subject Plan” as used herein shall refer to the nonqualified deferred compensation plans sponsored by the NYSE Group, Inc. and its affiliates, listed on Exhibit 1 attached hereto.

Any reference to a “Subject Plan” herein shall be deemed to include, unless the context clearly requires otherwise, any related contract or similar agreement, and any other documents or instruments comprising a part of such plan. The term “Rules” refers to the Rules of Operation and Administration as set forth herein and as may be amended from time to time as provided herein.

These Rules shall not apply to any plan or program that is not specifically listed in Exhibit 1.

2. NonQualified Plans Committee.

(A) Designation of Committee Members.

Subject to the provisions of sections 4 and 5 hereof, the authority to control and manage the operation and administration of the Subject Plans, including the control and management of the assets accumulated to pay benefits under the Subject Plans, shall be vested jointly in a committee of three or more individuals. Such committee shall be known as the “NonQualified Plans Committee of NYSE Group, Inc. and Affiliates” (“Committee”). Each member of the Committee shall be designated by the Board of Directors of NYSE Group, Inc. (“Board”) to a one year term, and shall serve until the earliest of his death, incapacity, resignation, termination of employment, removal, or expiration of one year from the date of his appointment as a Committee member by the Board; provided, however, that such term shall continue beyond one year until the appointment by the Board of a successor to the Committee member. The term of any member of the Committee may be renewed from time to time without limitation as to the number of renewals. Any member of the Committee may resign upon not less than fourteen (14) days advance written notice to the Board (which notice shall specify the date on which such resignation shall take effect), provided that the Board may, within its sole and absolute discretion, waive all or any portion of such advance notice period. The Board also may, within its sole and absolute discretion, remove any member of the Committee at any time with or without cause. The Chairman of the Board may appoint a Committee member(s) to serve in such

capacity until the next meeting of the Board following such appointment(s), where the Chairman of the Board deems such appointment(s) necessary or appropriate. The Board may at any time appoint a Committee member(s) on a temporary or interim basis (i.e., to serve for a period less than one year), where the Board deems such an appointment(s) necessary or appropriate.

(B) (1) Chairman.

The members of the Committee shall appoint one of its members to act as Chairman. Such Chairman shall have the power to call, and establish an agenda for, and shall preside at, meetings of the Committee. The Chairman will also be responsible for the scheduling of meetings. A meeting of the Committee may additionally be called by a request to the Chairman by any two Committee members. When such request is made, the Chairman promptly will schedule and convene such meeting. Any Committee member may include an item or items on the meeting agenda by making a request to the Chairman in advance of the distribution of such agenda that such item or items be included.

(2) Chairman of the Meeting.

In the absence of the appointment of a Chairman (or in the absence of such Chairman from a meeting), the members of the Committee then present shall choose one of its members then present to preside over that meeting as Chairman of the meeting.

(3) Secretary.

The Committee shall appoint a Secretary who shall maintain the records of the Committee and perform such other duties as may be allocated to him in writing by the Committee. The Secretary may, but need not, be a member of the Committee. The Secretary shall have the authority to certify the minutes and resolutions of the Committee, and all persons dealing with the Committee shall be fully protected in acting in reliance thereon.

The Secretary will be responsible for the preparation of proposed agendas for meetings. The Secretary will furnish a copy of all proposed agendas to the Chairman and obtain the Chairman’s approval of the agenda prior to distribution to the Committee members. When practicable, a copy of such agendas shall be distributed by the Secretary to each Committee member in advance of the meeting and shall serve as notice therefor.

(4) Secretary of the Meeting.

The Chairman of the meeting may appoint a secretary of the meeting for the purpose of taking the minutes thereof. Such person may, but need not, be the Secretary of the Committee or a member of the Committee.

(C) Reliance on Written Instruments.

To the extent permitted by applicable law, the Committee may act upon any written instrument, certificate, or paper believed to be genuine and to be signed or presented by a duly authorized person or persons, and may accept the same as conclusive evidence of the truth and accuracy of the statements therein contained.

(D) Execution of Documents.

The Committee may designate any of its members to execute and deliver on its behalf documents and instruments of such types and bearing on such matters as may be specified by the Committee, and any such document or instrument may be accepted and relied upon as the act of the Committee. Any such designation shall be in writing (or in exigent circumstances, conveyed orally and set forth in a written designation as soon as practicable thereafter) and shall specify the Committee member or members so designated, the documents and instruments that said member(s) may execute and delivery and all other terms of the designation.

3. Investment Powers of the Committee and Designation of Trustees or Custodians, Investment Managers and Insurance Carriers.

(A) Designation of Trustee or Custodian.

The Committee shall have the power to appoint trustees, custodians or insurance carriers to hold (and, at the direction of the Committee, manage) the assets accumulated to pay benefits under any Subject Plan, subject to a written agreement between the Committee and such trustees, custodians or insurance carriers setting forth the rights, responsibilities and obligations of each party.

(B) Investment Powers of the Committee and Designation of Investment Manager and Investment Funds.

The Committee may appoint one or more investment managers to manage (including the power to acquire and dispose of) all or a portion of the assets accumulated to pay benefits under any Subject Plan. The Committee may also designate funds maintained or established by a bank, trust company, insurance company, mutual fund or investment company to include as investment alternatives from among which participants and their beneficiaries may elect to invest their notional accounts under a Subject Plan.

(C) Manner of Designation.

The designations and appointments authorized under this section 3 shall be upon such terms and conditions as the Committee may determine, provided that, the Committee shall not enter into any agreement under this section 3 which does not provide for the termination thereof by the Committee upon reasonably short notice under the circumstances to the other party or parties to the agreement.

(D) Monitoring of Investment Funds.

The Committee (or its authorized representative) shall meet from time to time with any representatives of funds maintained or established by a bank, trust company, insurance company, mutual fund or investment company that have been designated as investment alternatives from among which participants and their beneficiaries may elect to invest their notional accounts under the respective Subject Plan for the purpose of reviewing the activities of the fund and monitoring its investment performance.

4. Amendment of Plans and Compliance with Applicable Law.

The Committee shall have the power to adopt amendments to a Subject Plan that do not increase costs of the NYSE Group, Inc. and its affiliates by more than a de minimis amount and do not materially modify the liabilities, responsibilities, duties or authorities of the Committee or its members or of the Board or its members. The Committee shall have the power to recommend to the Board for its consideration any other amendment to a Subject Plan.

5. Reports of the Committee.

The Committee shall report at least annually, to the Board or a specified committee of the Board on the performance of its responsibilities with respect to the Subject Plans (including, without limitation, reports on the overall performance of any trustee, bank, investment manager, insurance carrier or other persons to whom any of the Committee’s powers and responsibilities may have been delegated pursuant to the Rules).

6. Power to Construe and Make Determinations.

Except as may otherwise be provided herein, the Subject Plans shall be administered and operated by the Committee (or any committee, person or entity duly authorized by the Committee). The Committee (or, where authorized, such other committee, person or entity) shall have complete authority, in its sole and absolute discretion, to construe or interpret the terms of the Subject Plans and any related documents or underlying policies (other than the Rules) and make findings of fact or law in connection with the construction, interpretation or administration of the Subject Plans. However, no member of the Committee shall participate in a determination of the Committee that directly affects his or her benefit under the Subject Plans. Such authority shall include, without limitation, the authority to decide the eligibility for and the amount of benefits due under each respective Subject Plan to participants or their beneficiaries thereunder. All such decisions and findings of fact or law shall be final and binding upon all parties affected thereby.

7. Claims Procedure.

The Committee shall adjudicate a claim in accordance with the claims procedures of the Subject Plan; provided, however, that, in the absence of a claim procedure, the Committee shall have the power to establish a claims procedure appropriate to such Subject Plan.

8. Amendment of Rules.

The Board shall retain the sole and exclusive authority to amend the Rules; provided, however, that the Board shall provide the members of the Committee with at least fourteen (14) days advance written notice of the effective date of any amendment which increases the liabilities, responsibilities, duties or authorities of the Committee or its members, provided that the Committee members may waive all or any portion of such advance notice period.

9. Indemnification.

NYSE Group, Inc. shall indemnify and hold the members of the Committee harmless against liability incurred in the administration of the Subject Plans, except in the case of the gross negligence or willful misconduct of any Committee member.

Exhibit 1

Name of Plan	Status as of January 1, 2009
New York Stock Exchange, Inc. ICP Award Deferral Plan	Frozen
New York Stock Exchange, Inc. Long Term Incentive Deferral Plan	Frozen
New York Stock Exchange, Inc. Capital Accumulation Plan	Frozen
New York Stock Exchange, Inc. Supplemental Executive Retirement Plan1	Frozen
New York Stock Exchange, Inc. Supplemental Executive Savings Plan2	Active
Securities Industry Automation Corporation Supplemental Executive Retirement Plan	Frozen
Securities Industry Automation Corporation Supplemental Executive Savings Plan	Frozen
Securities Industry Automation Corporation Supplemental Incentive Plan	Frozen
American Stock Exchange LLC Supplemental Executive Retirement Plan	Frozen
American Stock Exchange Inc. Supplementary Retirement and Savings Plan	Frozen
American Stock Exchange Inc. Supplementary Retirement and Savings Plan – A	Frozen

¹ The Securities Industry Automation Corporation Supplemental Executive Retirement Plan was merged into the New York Stock Exchange, Inc. Supplemental Executive Retirement Plan effective April 1, 2008. The three American Stock Exchange plans listed above were merged into the New York Stock Exchange, Inc. Supplemental Executive Retirement effective January 1, 2009.

² The Securities Industry Automation Corporation Supplemental Executive Savings Plan was merged into the New York Stock Exchange, Inc. Supplemental Executive Savings Plan effective January 1, 2008.

EX-10.56

Exhibit 10.56

LCH.CLEARNET LIMITED

AND

LIFFE ADMINISTRATION AND MANAGEMENT

CLEARING RELATIONSHIP AGREEMENT

CONTENTS

Clause		Page
1.	Interpretation	3
2.	Commencement	14
3.	Conditions Precedent	15
4.	Provision Of LCH Services	16
5.	New LIFFE Products	18
6.	LIFFE Services	18
7.	Service Provision	20
8.	Term And Termination	23
9.	Transitional Arrangements - The Commencement Date	25
10.	Membership Matters	26
11.	Settlement Of LIFFE Contracts	26
12.	Link Provisions, Interoperability And Certain Margining Arrangements	26
13.	Clearing Technology	27
14.	Fees, Payments And Costs	27
15.	Scope Of LCH Services And Exclusivity Arrangements	29
16.	Change Control	30
17.	Non-Solicitation	30
18.	Record Keeping And Information	30
19.	Amendments To LCH’s Regulations And LIFFE Rules	31
20.	Trade Emergencies And Market Disorder	32
21.	IT Systems And System Interfaces	32
22.	Liability	33
23.	Force Majeure	34
24.	TUPE	35
25.	Confidentiality	37
26.	Intellectual Property Rights	39
27.	Taxes And VAT	45
28.	Amendments To Agreement	47
29.	Assignment And Delegation	48
30.	Filings	48
31.	Further Assurance	48
32.	Warranties	48

33.	Illegality	50
34.	Severability	50
35.	Notices	51
36.	Waivers	51
37.	Remedies Cumulative	51
38.	Entire Agreement	51
39.	Third Party Rights / No Partnership	52
40.	Number Of Counterparts	52
41.	Dispute Resolution	52
42.	Costs	53
43.	Governing Law And Jurisdiction	53

SCHEDULE 1	LCH SERVICES	54
SCHEDULE 2	ELIGIBLE PRODUCTS	59
SCHEDULE 3	CHARGES	60
SCHEDULE 4	BUSINESS CONTINUITY AND INFORMATION SECURITY ARRANGEMENTS	63
SCHEDULE 5	CHANGE CONTROL	64
SCHEDULE 6	[DELIBERATELY LEFT BLANK]	71
SCHEDULE 7	RELATIONSHIP MANAGEMENT	72
SCHEDULE 8	EXIT MANAGEMENT PLAN	74
SCHEDULE 9	TERMINATION COMPENSATION	76
SCHEDULE 10	REGULATORY CAPITAL	79
SCHEDULE 11	LCH TREASURY REVENUE MODEL AND EXPECTED RELATED INCOME TO LIFFE	80

THIS AGREEMENT is made the 30^th day of October 2008

BETWEEN

(1) LCH.Clearnet Limited (“LCH”) whose registered office is at Aldgate House, 33 Aldgate High Street, London EC3N 1EA, UK; and

(2) LIFFE Administration and Management (“LIFFE”) whose registered office is at Cannon Bridge House, 1 Cousin Lane, London EC4R 3XX,

(each a “Party” and, together, the “Parties”).

WHEREAS:

(A) LIFFE is an RIE and operates the LIFFE Markets.

(B) LCH is an RCH and is currently appointed by LIFFE to provide certain services to LIFFE and LCH Members pursuant to the Current Clearing Terms.

(C) The Parties are to terminate their current arrangements pursuant to which central counterparty services are provided to the LIFFE Markets, and have agreed new arrangements under which LIFFE will act as the central counterparty to Eligible Trades concluded on the LIFFE Markets. In connection with LIFFE’s role as the central counterparty to the LIFFE Markets, LIFFE wishes to appoint LCH to provide certain services to LIFFE in connection with the management of defaults, the management of risk, certain payment and settlement functions, and other ancillary services in support of the LIFFE Services.

(D) The Parties intend that this Agreement sets the terms of the provision of the LCH Services going forward. LCH is willing to accept the appointment contained herein on and subject to the terms of this Agreement.

NOW IT IS HEREBY AGREED as follows:

1. INTERPRETATION

1.1 Unless otherwise expressly stated in this Agreement and the Schedules hereto (or the context otherwise requires):

“Act” means the Financial Services and Markets Act 2000;

“Affiliate” means in relation to a body corporate or person (i) any body corporate or other person that it, directly or indirectly through intermediate bodies corporate or other persons, Controls; (ii) any body corporate or other person that, directly or indirectly through intermediate bodies corporate or other persons, Controls the first mentioned body corporate or person; and (iii) any body corporate or other person Controlled by a person or body corporate or other person described in subclause (ii) of this definition, and “affiliated with” shall be construed accordingly;

“Annual Charge” means the sum calculated and applied in accordance with the so named charges formula and provisions set out at Schedule 3 including, where applicable, the Annual Inflation Uplift Multiplier, the Annual Volume Uplift Fee and the Regulatory Capital Fee;

“Annual Inflation Uplift Multiplier” means the multiplier calculated and applied year on year in accordance with the Annual Inflation Uplift Multiplier formula and provisions set out at Schedule 3;

“Annual Volume Uplift Fee” means the sum calculated and applied annually in accordance with the Annual Volume Uplift Fee formula and provisions set out at Schedule 3;

“Applicable Laws” means relevant laws, statutory instruments, rules and regulations having the force of law, imposed by a governmental or other regulatory authority from time to time in England and Wales;

“Approved PPS Bank” means a bank with which an LCH direct debit mandate has been agreed;

“ARCA” means the Amended and Restated Clearing Agreement dated 31 October 2003 (as amended) entered into between Euronext Brussels S.A./N.V., Euronext Amsterdam N.V., Euronext Paris S.A., Euronext Lisbon—Sociedade Gestora De Mercados Regulamentados S.A., Banque Centrale De Compensation S.A. (“LCH.Clearnet SA”), and LCH.Clearnet Group Limited as the same may be amended, restated and/or supplemented from time to time;

“ARCA Transaction” means a transaction that is cleared as of the date of this Agreement by LCH.Clearnet SA, or which is otherwise due to be cleared by LCH.Clearnet SA, under the terms of the ARCA;

“Automatically Permitted Change of Control” means a Change of Control occurring within the [*] subsequent to the date of this Agreement and which results in LCH being Controlled by all or any of the following either solely or in any combination: (i) [*] and/or any new or existing [*]: or (ii) any new entity or entities that are incorporated by LCH and/or [*] for the purposes of facilitating a merger, takeover or other combination between LCH and some or all of these aforementioned parties; save to the extent any persons referred to above is, or is Controlled by, an entity that received more than [*] of its income in its most recently completed financial year (as at the date on which LCH’s ordinary shareholders are first invited to vote on the merger or other combination) through the direct or indirect ownership or operation by it (and/or by its Affiliates) of [*]. For the avoidance of doubt, revenue derived from minority shareholdings in the [*] shall not count towards the aforementioned [*] threshold;

“Business Day” means a day on which a LIFFE Market is open for business;

“Change” has that meaning given to it in Schedule 5;

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

“Change Control Procedure” means the procedure for the agreement of Changes contained in Schedule 5;

“Change of Control” a Change of Control will be deemed to have occurred if a person who does not currently Control LCH comes directly or indirectly to Control LCH;

“Claims” has the meaning given in Clause 26.17.1;

“Clearing Member” means, from the Commencement Date onwards, a person who is both (i) a member of LIFFE which is authorised by LIFFE for the time being to act as a clearing member in relation to the clearing and settlement of Eligible Trades and (ii) an LCH Member;

“Clearing Membership Agreement” means an agreement between LIFFE, LCH and each Clearing Member, (as amended between the parties from time to time and which may, as relevant, constitute an amendment or replacement to any existing clearing membership agreement between such Clearing Member and LCH and/or LIFFE) in connection with the Clearing Member’s clearing of LIFFE Contracts from the Commencement Date;

“Commencement Date” means the date upon which the LCH Services and the LIFFE Services are to commence, as determined in accordance with Clause 2.1;

“Confidential Information” means any information disclosed by one Party (or any of its Affiliates) to the other Party (or any of its Affiliates) which: (i) is disclosed in confidence to the receiving Party or any of its Affiliates; or (ii) which by its nature or by the circumstances of its disclosure would be regarded as confidential by a reasonable business person, save that information shall not be Confidential Information if such information (A) is already in the public domain at the time of disclosure; or (B) enters the public domain other than by a breach of any obligation of confidentiality. Confidential Information may include, but is not limited to, a disclosing Party’s Intellectual Property Rights, new product or new technology information, source code, object code, formulae, descriptions, diagrams, screen displays, schematics, blueprints, flow charts, data, algorithms, drawings, tapes, listings, processes, techniques, procedures, know how, passwords and sign on codes, documentation, manuals, specifications, designs, inventions, discoveries, improvements, research, development, product prototypes and copies (including but not limited to object code copies), models, marketing strategies, plans and materials, development plans, customer and client data and information, employee data and information, pricing information, rates and values, financial information, customer lists, business opportunities provided that in each case such information is Confidential Information within the meaning of the immediately preceding sentence;

“Contract Specification” means, in respect of any Eligible Product, the contract specification set out in the LIFFE Rules from time to time;

“Control” means, in relation to a body corporate, the power of a person to secure that the affairs of that body corporate are conducted in accordance with the wishes of that

person: (i) by means of the holding of or the possession of voting powers in or in relation to 50% or more of the voting equity securities of that body corporate; or (ii) by virtue of having the power to appoint or remove a majority of the board of directors of that body corporate (and “Controlled” shall be construed accordingly);

“CPS” shall mean the clearing processing system software owned by LIFFE and used by LIFFE and/or its Affiliates;

“CPS Agreement” means the CPS Managed Services Agreement dated 15 October 2001 entered into between LCH and LIFFE Services Limited, as the same may be amended, restated and/or supplemented from time to time;

“Critical Service Levels” has the meaning given in Clause 4.4;

“Current Clearing Terms” means the terms on which LCH, immediately prior to the Commencement Date, acts as the clearing house to the LIFFE Markets, being a clearing agreement dated 7 June 1988 as amended by the letter of 16 July 1996 entered into between LIFFE and LCH and any and all ancillary agreements relating to the basis on which LCH acts as the clearing house to the LIFFE Markets;

“Defaulter” means a Clearing Member which has been declared a defaulter by LIFFE in accordance with the LIFFE Default Rules;

“Default Rules” means:

(i) in relation to LCH, LCH’s default rules from time to time which form part of the LCH Regulations; and

(ii) in relation to LIFFE, LIFFE’s default rules from time to time which form part of the LIFFE Rules;

“De Minimis Change” has the meaning given in Schedule 5;

“Dispute” has the meaning given in Clause 41.1;

“Eligible Product” means:

(i) any Existing LIFFE Product; and

(ii) any New LIFFE Product which the Parties agree shall be subject to the arrangements contemplated under this Agreement pursuant to Clause 5;

“Eligible Trade” means a trade in an Eligible Product which is registered by LIFFE for clearing in accordance with the LIFFE Rules;

“Euribor” means the percentage rate per annum as determined by the Banking Federation of the European Union for a three month period, displayed on the appropriate page of the Reuters screen;

“Euronext College of Regulators” means the Committee of Chairmen of the regulatory entities governing Euronext’s local marketplaces, being the French

Financial Regulator (Autorité des Marchés Financiers), the Netherlands Authority for the Financial Markets (Autoriteit Financiele Markten), the Belgian Banking, Finance, and Insurance Commission (Commission Bancaire, Financière, et des Assurances), the Portuguese Securities Market Commission (Comissao do Mercado de Valores Mobiliáros—CMVM), and the FSA, pursuant to the Memoranda of Understanding dated 3 March 2003 and 22 March 2001;

“European Union” means all member states which are at the date of this Agreement signatories to the Treaty on European Union (92/C 191/01) which came into force on 1 November 1993;

“Exchange Fees” means any fees charged by or on behalf of LIFFE (or any Affiliate) to Clearing Members, including for trading, clearing, processing, settlement and/or physical settlement in connection with LIFFE Contracts;

“Existing LIFFE Product” means any product described in Schedule 2 (as amended at the Commencement Date to include any additional products that LCH agrees to clear after the date of this Agreement under the Current Clearing Terms);

“Exit Management Plan” means the plan set out in Schedule 8 as updated by the Parties from time to time;

“Exit Phase” has the meaning given in Schedule 8;

“FSA” means the United Kingdom’s Financial Services Authority;

“FSMA Regulations” means the Financial Services and Markets Act 2000 (Recognition Requirements for Investment Exchanges and Clearing Houses) Regulations 2001;

“Good Industry Practice” means, with respect to the performance of services under this Agreement, that the relevant Party shall exercise that degree of skill and care in providing the services and attempting to keep service failures to a minimum, as would be expected of them by a reasonable person with knowledge and experience of the business of exchange-based clearing and settlement, and the provision of a managed IT service which supports such exchange-based clearing and settlement services, including (in the case of LCH) those IOSCO recommendations with which LCH complies as at the Commencement Date and as set out and evaluated in the FSA paper entitled “Assessment of LCH.Clearnet Limited against the CPSS-IOSCO recommendations for Central Counterparties” dated June 2006 and provided in any event that the exercise of such skill and care will not be any less than that required to ensure compliance with any standard expressly agreed between the Parties;

“Improvement” means, in the absence of a separate agreement signed by both Parties to the contrary (including, without limitation, through the Change Control Procedure), an improvement to or any derivative work of the LIFFE Background IPR or the LCH Background IPR (as applicable) which is developed by or on behalf of that Party or developed by anyone else, provided, however, that no Jointly Developed IP shall be an Improvement;

“Indemnified Party” has the meaning given in Clause 26.17.5;

“Infringement” has the meaning given in Clause 26.18.1;

“Initial Margin” means any initial margin payable by any Clearing Member in respect of its LIFFE Contracts and/or Novated Contracts, as determined by LCH in its sole discretion;

“Intellectual Property Rights” means all industrial and intellectual property rights including, without limitation, trade marks, service marks, trade names, logos, patents, inventions, registered and unregistered design rights, copyrights, database rights, and all other similar proprietary rights in any country including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;

“Intra-day Margin” means any intra-day margin payable by any Clearing Member in respect of its LIFFE Contracts and/or Novated Contracts, as determined by LCH in its sole discretion;

“IP Licensee” has the meaning given in 26.18.2;

“IP Owner” has the meaning given in 26.18.2;

“Jointly Developed” means any Project IP for which at least one employee of each Party has had not insubstantial involvement in the development, provided, however, that for the avoidance of doubt, the mere request by a Party to create particular software functionality shall not alone result in such resulting Project IP being Jointly Developed. The phrase “not insubstantial involvement” means: (A) in respect of patents and rights in inventions, involvement such that the employee of such Party would have a right to be named as an inventor in any resulting patent application; and (B) in respect of copyright, involvement that would result in joint authorship of the resulting copyright work.

“Jointly Developed IP” has the meaning given in Clause 26.9;

“LCH Ancillary Services” means the ancillary services provided by LCH pursuant to Part 4 of Schedule 1;

“LCH Background IPR” shall have the meaning given to it in Clause 26.2;

“LCH Clearing Member Interest Payment and Collateral Accommodation Policies” means the LCH clearing member interest payment and collateral accommodation policies that may be in force from time to time (the LCH Clearing Member Interest Payment and Collateral Accommodation Policies in force as at the Commencement Date are set out at Schedule 11);

“LCH.Clearnet” means LCH.Clearnet Group Limited, a company incorporated in England and Wales under number 4743602 whose registered office is at Aldgate House, 33 Aldgate High Street, London EC3N 1EA;

“LCH Collateral and Treasury Investment Policies” means the LCH collateral and treasury investment policies that may be in force from time to time (the LCH Collateral and Treasury Investment Policies in force as at the Commencement Date are set out at Schedule 11);

“LCH Default Management Services” means the default management services provided by LCH pursuant to Part 1 of Schedule 1;

“LCH-LIFFE Contract” means a contract in an Eligible Product arising between LIFFE and LCH pursuant to the mutual membership and link arrangements to be agreed in accordance with Clause 12.1;

“LCH Materials” means, save as may be otherwise agreed between the Parties in writing, (1) any Material provided or made available by or on behalf of LCH to LIFFE (a) under this Agreement, or (b) relating to the LCH Services or the LIFFE Services, in each case to the extent that the Intellectual Property Rights in the same are owned by or licensed (other than under this Agreement) to LCH (or any of its Affiliates), (2) any Material developed by LIFFE or any Affiliate of LIFFE for LCH where that development has been commissioned and paid for solely by LCH and the Parties have agreed in writing that the Intellectual Property Rights in such Material is to be solely owned by LCH (or any of its Affiliates) (3) any Improvements to LCH Materials; and (4) the following materials (and Improvements to the same): the LCH Regulations and procedures;

“LCH Member” means a clearing member of LCH which is authorised by LCH for the time being to act as a clearing member in relation to the LIFFE Markets;

“LCH Registered Contract” means an Eligible Trade registered by LCH in accordance with the LCH Regulations prior to the Commencement Date;

“LCH Regulations” means the General Regulations, Default Rules and Procedures of LCH, as amended from time to time and any reference to a Regulation shall be construed as a reference to the relevant General Regulation;

“LCH Risk Management Services” means the risk management services provided by LCH pursuant to Part 2 of Schedule 1;

“LCH Services” has the meaning given to it in Clause 4.1;

“LCH Settlement Services” means the payment, settlement and other services provided by LCH pursuant to Part 3 of Schedule 1;

“LIFFE Background IPR” shall have the meaning given to it in Clause 26.1;

“LIFFE Contract” means a contract arising out of an Eligible Trade and registered by LIFFE in the name of a Clearing Member in accordance with the LIFFE Rules on or after the Commencement Date, including any existing LCH Registered Contracts transferred to LIFFE on the Commencement Date pursuant to the Transition and Migration Plan;

“LIFFE Data” means that data referred to in Clause 6.5;

“LIFFE Markets” means any market operated by LIFFE on the date of this Agreement regardless as to whether the market is an exchange, multilateral trading facility, alternative trading system, other platform or an over the counter market but excluding any market outside of the European Union operated by LIFFE, or (whether or not within the European Union) to which LIFFE in the future provides services;

“LIFFE Materials” means, save as may be otherwise agreed between the Parties in writing, (1) any Material provided or made available by or on behalf of LIFFE to LCH (a) under this Agreement, or (b) relating to the LCH Services or the LIFFE Services, in each case to the extent that the Intellectual Property Rights in the same are owned by or licensed (other than under this Agreement) to LIFFE (or any of its Affiliates); (2) any Material developed by LCH or any Affiliate of LCH for LIFFE where that development has been commissioned and paid for solely by LIFFE and the Parties have agreed in writing that the Intellectual Property Rights in such Material are to be solely owned by LIFFE (or any of its Affiliates); (3) any Improvements to LIFFE Materials existing as at the Commencement Date; (4) LIFFE Data; (5) the following Materials (and Improvements to the same): (i) CPS (and successor systems); (ii) TRS (and successor systems); and (iii) the LIFFE Rules (and procedures);

“LIFFE Obligations” means the performance by LIFFE of those services (or any of them), upon which and to the extent LCH is reliant to provide the LCH Services, including those set out in Clause 6.4 and as further detailed by the agreement of the Parties in accordance with Clause 6.2;

“LIFFE Product” means any Existing LIFFE Product and any New LIFFE Product;

“LIFFE Rules” means the rules adopted by LIFFE in force from time to time and which govern the membership and operation of any LIFFE Market;

“LIFFE Services” means the central counterparty and ancillary services to be provided by LIFFE to Clearing Members from the Commencement Date in accordance with the LIFFE Rules;

“LIFFE Software” means CPS and TRS;

“London SPAN” means [*];

“Longstop Date” means the date referred to in Clause 3.1;

“Losses” means losses, claims, awards, damages, costs, charges, liabilities (including liabilities to taxation) and expenses (including fines, penalties and reasonable and documented legal and other professional fees and disbursements);

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

“Margin” means any or all of Initial Margin, Intra-day Margin, Variation Margin and any contingent margin such as tender delivery margin, as the context may require;

“Material” means any material in whatever form (including specifications, plans, methodologies, inventions, formulae, software, databases, reports, processes, product/trade names and logos, designs, documentation, information and know-how);

“New LIFFE Product” means any new or proposed product (or amendment to an Existing LIFFE Product), which has become (or is to become) available for trading on a LIFFE Market or is (or is to be capable of being) reported to LIFFE for registration in accordance with the LIFFE Rules;

“Novated Contract” has the meaning given to it in Schedule 1, Paragraph 1.3.1;

“Parties” means the parties to this Agreement, and “Party” shall be construed as a reference to either of them as the context so demands;

“Post Trade Services” means post trade management services principally performed on TRS/CPS (or successor systems), including in respect of give-ups, take ups, trade splits and account transfers of trades, position transfers, exercise and assignment of option contracts, notification and allocations of futures contracts, in each case in a manner substantially similar to that operated by LIFFE prior to the Commencement Date;

“PPS Account” means the protected payment system account or accounts held by each Clearing Member with an Approved PPS Bank;

“Preferred Supplier Arrangements” means the arrangements described at Clause 15.5;

“Product Handover Notice” has the meaning given in Clause 15.4;

“Project IP” means Intellectual Property Rights that on or from the Commencement Date for the term of this Agreement are created solely or predominantly in connection with either or both Party(ies)’s fulfilment of its obligations under this Agreement, or in furtherance of the purposes of this Agreement and/or the arrangements contemplated hereby, provided, however, that Project IP shall not include LCH Background IPR or LIFFE Background IPR;

“RCH” means a recognised clearing house pursuant to the Act;

“Regulatory Capital Fee” means the sum calculated and applied year on year in accordance with the Regulatory Capital Fee formula and provisions set out at Schedule 3;

“Regulatory Capital Requirement” means the average annual amount of regulatory capital required by the regulations and/or other requirements applying to LCH set aside solely for the purposes of providing the LCH Services, as evidenced to LIFFE through an open book analysis by LIFFE of LCH’s relevant regulatory capital obligations. The current requirement, the principles underpinning the calculation of this and an example Regulatory Capital Fee calculation, which are subject to change and any such change to which shall be promptly notified to LIFFE, are illustrated in Schedule 10;

“Relationship Manager” has the meaning given in Schedule 7;

“Relevant Infringement” has the meaning given in Clause 26.18.3;

“Representative” has the meaning given in Clause 41.1;

“RIE” means a recognised investment exchange pursuant to the Act;

“Similar” means, in relation to a New LIFFE Product, that such product is of a similar contract design, market segment and nature of underlying instrument to an existing Eligible Product, provided that a New LIFFE Product shall be deemed to be Similar if the evaluation and implementation of such New LIFFE Product will result in LCH incurring only minimal additional marginal costs;

“Solely Developed IP” has the meaning given in Clause 26.8;

“Solely Developed IP Sole Owner” has the meaning given in Clause 26.8;

“SPAN®” means [*];

“Stamp Tax Regulations” means the Stamp Duty and Stamp Duty Reserve Tax (Investment Exchanges and Clearing Houses) Regulations 1997 (SI 1997/2429) (or any successor regulations);

“Successor Operator(s)” in relation to the LCH Services means the entity or entities succeeding LCH in the provision or operation of services replacing any one or more of the LCH Services as part of the Exit Management Plan;

“Target Service Levels” has the meaning given in Clause 4.4;

“Termination Agreement” means the agreement between LCH and LIFFE dated on or about the date of this Agreement relating to the termination of the Current Clearing Terms;

“Termination Date” means the date of expiry of any notice of termination of this Agreement;

“Third Party Markets” means any trading venue operated by a person other than LIFFE or its Affiliates, regardless as to whether the market is an exchange, multilateral trading facility, alternative trading system or other trading platform;

“Third Party Recipient” has the meaning given in Clause 25.2;

“Transition and Migration Plan” means the plan outlined in Clause 9.2.1;

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

“Treasury Income” means the net monies earned by LCH for the benefit of LIFFE in undertaking the treasury and collateral management of collateral held to meet margin and default fund requirements attributable to LIFFE business for the benefit of LIFFE calculated in accordance with Schedule 11;

“TUPE Regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 as amended;

“TRS” shall mean the trade registration system software owned and used by LIFFE and/or its Affiliates;

“Variation Margin” means any variation margin payable by any Clearing Member in respect of its LIFFE Contracts; and

“VAT” means value added tax as provided for under the Value Added Tax Act 1994 (or any successor legislation), goods and services tax, consumption tax, or any tax of a similar nature levied upon the supply of goods or services.

“VAT Notification” has the meaning given in Clause 27.6;

1.2 In this Agreement (which term shall include any Schedule):

1.2.1 references to Clause headings are for ease of reference only and shall not affect the interpretation of this Agreement;

1.2.2 a reference to a Clause or Schedule, unless the context otherwise requires, is a reference to a Clause or a Schedule of this Agreement;

1.2.3 the singular includes the plural and vice versa, unless the context otherwise requires;

1.2.4 references to statutes, statutory instruments, regulations, rules, or provisions thereof are to those statutes, statutory instruments, regulations, rules, or provisions thereof, as amended, modified or replaced from time to time;

1.2.5 references to a “person” include any firm, company, corporation, body, association or partnership (whether or not having separate legal personality) or any combination of the foregoing;

1.2.6 references to the words “includes” and “including” shall be construed without limitation;

1.2.7 any reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court official or any other legal concept is, in respect of any jurisdiction other than England, deemed to include the legal concept or term which most nearly approximates in that jurisdiction to the English legal term; and

1.2.8 all times given in this Agreement are London time;

1.2.9 references to “writing” or “written” include any non-transient means of representing or copying words legibly, including by facsimile or in an electronic form.

1.3 In the event of any inconsistency between the provisions of this Agreement and any provision of any Clearing Membership Agreement, the LCH Regulations or the LIFFE Rules, the provisions of this Agreement shall, as between LCH and LIFFE, prevail.

2. COMMENCEMENT

2.1 Save as may otherwise be agreed between the Parties, the Commencement Date shall be March 16, 2009 or, should the conditions referred to in Clause 3.1 not be fulfilled on such date, the first Business Day of the third full week following the fulfilment of such conditions, provided the conditions are fulfilled prior to the Longstop Date.

2.2 From the date of this Agreement until the Commencement Date, LCH agrees to operate those parts of the LCH business which are relevant to LIFFE, the LIFFE Services and the LCH Services in the ordinary course, without material deviation from past practice, save as may be approved in advance in writing by LIFFE (such approval not to be unreasonably withheld or delayed).

3. CONDITIONS PRECEDENT

3.1 With the exception of Clauses 1 and 2, this Clause 3, and Clauses 4.3, 4.4, 6.2, 9, 12.1, 21.3, 22, 23, 25, and 28 to 43 (which will become effective on the date of signature of this Agreement), the remainder of this Agreement will only take effect upon the continued fulfilment of the conditions set out in Clause 3.3 and is conditional upon such conditions being fulfilled to the reasonable satisfaction of the relevant Party or Parties (or waived by written agreement of the relevant Party or Parties) by September 30, 2009 (or such later date as the Parties may agree in writing) (the “Longstop Date”).

3.2 Each Party shall use all reasonable endeavours to fulfil and maintain each of the conditions set out in Clause 3.3 to the extent within its control as soon as reasonably practicable before the Commencement Date.

3.3 The conditions referred to in Clause 3.1 are as follows:

LIFFE

3.3.1 LIFFE has all regulatory consents from the FSA that it reasonably considers are required in order to enable it to perform its obligations in respect of the arrangements contemplated by this Agreement.

3.3.2 LIFFE confirms that it has received no lasting objection from the Euronext College of Regulators to the arrangements contemplated by this Agreement.

3.3.3 LIFFE has obtained or confirmed, via an approach to HM Revenue & Customs, all necessary amendments to the Stamp Tax Regulations in a form satisfactory to it (acting reasonably) sufficient to provide exemptions from stamp duty and stamp duty reserve tax in respect of:

(a) transfers or issues of, or agreements to transfer or to issue, UK equities (as defined in the Stamp Tax Regulations) to LIFFE, or its nominee, in its capacity as a provider of the LIFFE Services; and

(b) transfers or issues of, or agreements to transfer or to issue, UK equities (as defined in the Stamp Tax Regulations) to LCH, or its nominees, in its capacity as provider of the LCH Services.

3.3.4 LIFFE has obtained or confirmed, via an approach to HM Revenue & Customs in a form satisfactory to it (acting reasonably), either

(a) confirmation in writing from HM Revenue & Customs; or

(b) a specific exemption by way of amendment to the Stamp Tax Regulations,

to the effect that, no stamp duty or stamp duty reserve tax will arise on the transfer of, or agreement to transfer, UK equities (as defined in the Stamp Tax Regulations) pursuant to this Agreement.

LCH

3.3.5 LCH has all regulatory consents from the FSA that it reasonably considers are required in order to enable it to perform its obligations in respect of the arrangements contemplated by this Agreement.

Each Party

3.3.6 The conditions precedent set out in the Termination Agreement have been fulfilled or waived (but for the requirement to fulfil or waive the conditions precedent set out in this Agreement).

3.3.7 Each Party, acting reasonably and in good faith in light of prudential and/or risk considerations, is satisfied that the Parties’ (i) material systems, processes and procedures are complete and operationally ready, and (ii) that the form of all necessary and material rules, regulations and procedures has been agreed, in each case as reasonably necessary to enable the provision of the LIFFE Services and the LCH Services to commence.

3.4 Unless otherwise agreed by the Parties in writing, if any of the conditions precedent under Clause 3.3 do not occur or are not completed (and in each case are not waived by written agreement of the relevant Party or Parties) by the Longstop Date, this Agreement will terminate automatically on such date.

4. PROVISION OF LCH SERVICES

4.1 LIFFE hereby appoints LCH, on the terms and subject to the conditions of this Agreement, to provide the following services:

4.1.1 the LCH Default Management Services;

4.1.2 the LCH Risk Management Services;

4.1.3 the LCH Settlement Services; and

4.1.4 the LCH Ancillary Services,

(together, the “LCH Services”).

4.2 LCH hereby accepts such appointment and undertakes to provide the LCH Services from the Commencement Date in compliance with the LCH Regulations, all Applicable Laws and Good Industry Practice. LIFFE may give LCH reasonable instructions from time to time as to its provision of the LCH Services, provided that if LCH reasonably considers such instructions to constitute a Change, it may refer such instructions to the Change Control Procedure.

4.3 The Parties agree to negotiate in good faith (as described in Clause 4.4) with a view to agreeing a new Schedule to this Agreement setting out service levels in accordance with which LCH must provide the LCH Services.

4.4 A meeting shall be arranged as soon as is practicable and at the latest within one month of the date of this Agreement, at which meeting duly authorised representatives of the Parties shall attend and seek to agree a process and timetable for defining and agreeing to the details of the LIFFE Obligations and LCH Services, Critical Service Levels and Target Service Levels. The timetable shall provide for completion of the process as soon as practicable and in any event no later than March 16, 2009, except as the parties may otherwise agree. For the avoidance of doubt, the Change Control Procedure shall not apply to this process. “Critical Service Levels” mean those legally-binding minimum service levels agreed between the Parties pursuant to this Clause 4.4 and as amended from time to time pursuant to the Change Control Procedures. “Target Service Levels” mean those expected business as usual service levels which the Parties will use all reasonable endeavours to achieve but which the failure to achieve shall not of itself constitute a breach of this Agreement. As part of their agreement on Critical Service Levels the Parties will agree the remedies under this Agreement for breach of the same.

4.5 The Parties acknowledge and agree that LCH is reliant upon LIFFE for the provision of the LIFFE Obligations and that, subject to Clause 4.7, LCH’s provision of the LCH Services shall be conditional upon LIFFE’s continuing performance of the LIFFE Obligations.

4.6 Each Party agrees to notify the other Party immediately upon becoming aware of its own inability (or significant likelihood of such inability) to perform one or more LCH Services or LIFFE Obligations (as the case may be) whether as a result of a failure on the part of LIFFE to perform a LIFFE Obligation or otherwise.

4.7 If LIFFE does not perform any LIFFE Obligation by the time specified in this Agreement, or as reasonably required by LCH in order to perform one or more of the

LCH Services, then LCH shall be excused performance of those related LCH Services if and to the extent that LIFFE’s failure to perform has given rise to LCH’s inability to perform. However, LCH and LIFFE shall work together to agree any additional or alternative steps reasonable in the circumstances to perform the LCH Services notwithstanding the failure of any LIFFE Obligation, and LIFFE shall pay the reasonable and itemised costs of LCH in this regard.

4.8 For the avoidance of doubt and without relieving LCH of its express obligations hereunder, the Parties agree that it is not the intention under this Agreement to prevent LCH from providing clearing services in relation to any other clearing house or Third Party Market.

4.9 Nothing in this Agreement is intended to affect the ARCA, which shall remain in full force and effect between the parties thereto in accordance with its terms, or any ARCA Transaction arising under the terms of the ARCA.

5. NEW LIFFE PRODUCTS

5.1 LIFFE may from time to time request that the LCH Services should be extended to a New LIFFE Product. The Change Control Procedure shall apply to any such request. Where such New LIFFE Product is Similar to an existing Eligible Product the change to the LCH Services to introduce it shall constitute a De Minimis Change pursuant to the Change Control Procedure. Where such New LIFFE Product is not Similar to an existing Eligible Product it shall not constitute a De Minimis Change for the purposes of the Change Control Procedure.

6. LIFFE SERVICES

6.1 LIFFE has an obligation to Clearing Members to provide the LIFFE Services, and undertakes to LCH to perform the LIFFE Obligations in accordance with the LIFFE Rules, all Applicable Laws and Good Industry Practice.

6.2 The Parties agree to negotiate in good faith (as described in Clause 4.4) with a view to agreeing a new Schedule to this Agreement setting out details of the LIFFE Obligations and the service levels in accordance with which LIFFE must perform the LIFFE Obligations.

6.3 Each of the Parties acknowledges that LIFFE shall not be permitted to provide any central counterparty services to any LIFFE member except in accordance with this Agreement. The Parties further acknowledge and agree that LCH shall have discretion as to whether to accept a LIFFE member as an LCH Member. In exercising its discretion, LCH shall only take into account prudential considerations applied according to non-discriminatory and objective criteria, and, in the case of rejecting a LIFFE member as an LCH Member, shall provide LIFFE with the relevant reasons in writing in sufficient detail for LIFFE to understand the reason for the rejection and, if appropriate, make representations to LCH regarding that rejection. Without prejudice to the discretion of LCH set out above, LCH shall use reasonable endeavours to consult, where practicable, and work with LIFFE in ensuring non-discriminatory and objective requirements for admittance of LIFFE members as LCH Members, including

as to capital requirements, and shall consult with LIFFE sufficiently in advance of any changes to such requirements to enable the Parties to enter into good faith discussions with respect to such proposed changes.

6.4 On and from the Commencement Date and subject to the terms and conditions of this Agreement, LIFFE shall:

6.4.1 act as the central counterparty in respect of all LIFFE Contracts;

6.4.2 assume contractual responsibility towards Clearing Members for Post Trade Services, and undertake to perform such services;

6.4.3 assume operational responsibility for all Post Trade Services for LIFFE Contracts;

6.4.4 assume responsibility for the technical operation of LIFFE Software in so far as it relates to the provision of the LCH Services;

6.4.5 provide LCH with such TRS input services as necessary to support the Default Management Services and, in the event that LIFFE terminates those services referred to in Schedule 1 paragraph 3.2.4, provide physical commodity delivery management services;

6.4.6 perform all relevant calculations with respect to any Clearing Member’s obligation to post, or right to receive, Margin in accordance with parameters provided by LCH, and notify LCH of requirements so calculated;

6.4.7 calculate Variation Margin and set Initial Margin requirements for each of its members solely in respect of LIFFE Contracts at rates no less than the minimum Margin rates notified to it by LCH; and

6.4.8 transmit or otherwise make available trade submissions and changes to trade submissions, settlement prices, span parameters, clearing notifications, end of day positions and end of day margins, and transmit cash postings and liability totals for each of its members to LCH in accordance with service levels to be agreed in accordance with Clause 6.2;

6.5 Notwithstanding any other express or implied provision in this Agreement, LIFFE shall retain any and all rights (including Intellectual Property Rights and rights in Confidential Information) in the LIFFE Markets’ trade, position and other service-related data (including equivalent relevant data to that supplied to LCH at the date of this Agreement and on the Commencement Date, to enable them to carry out the LCH Services) and any data and any database derived therefrom (the “LIFFE Data”). LIFFE shall provide LCH with a non-exclusive royalty-free non-transferable and non-sub-licensable licence for the use of such LIFFE Data (including, for the avoidance of doubt, any data and any database derived therefrom), solely in connection with the provision of LCH Services, such licence to be valid until the end of the Exit Phase. For the avoidance of doubt, LIFFE Data is LIFFE Confidential Information

6.6 Upon the end of the Exit Phase, LIFFE shall provide LCH with a non-exclusive royalty-free, non-transferable, non-sub-licensable and limited discretion licence for the retention and use of LIFFE Data (including for the avoidance of doubt, any data and any database derived therefrom) received by LCH up to the termination of this Agreement including any Exit Phase, for the limited purposes of:

6.6.1 litigation and dispute resolution;

6.6.2 conducting stress and back testing; and

6.6.3 complying with Applicable Laws including, but not limited to record retention requirements.

6.7 For the avoidance of doubt, in the absence of any agreement between the Parties to the contrary and save to the extent required to perform the LCH Services in respect of the LIFFE Contracts under this Agreement, neither LCH nor any of its agents or Affiliates shall be entitled to use any LIFFE Data (or any data derived from it) to off-set positions or cross-margin or to allow others to do so, against the open positions of Clearing Members in LIFFE Contracts.

6.8 In addition to any fees it may charge and collect directly from Clearing Members for other services from time to time, LIFFE may charge Exchange Fees to Clearing Members for the performance of any of the LIFFE Services.

7. SERVICE PROVISION

7.1 Service review

7.1.1 The Parties agree to conduct periodic reviews of the provision of:

(a) LCH’s provision of the LCH Services; and

(b) LIFFE’s provision of the LIFFE Obligations,

in order to ensure that LIFFE continues to comply with its obligations as an RIE and LCH continues to comply with its respective obligations as RCH, under the Act and the FSMA Regulations. These reviews shall be on the basis of applicable service levels and such other targets as may be agreed between the Parties from time to time.

7.1.2 Following any such review, any Party may request changes in any of the LCH Services, or, in the case of LIFFE, the manner of its obligations under this Agreement, in order to reflect the changed business requirements of any Party and/or advancements in technology. All such requests shall be dealt with in accordance with the Change Control Procedure.

7.1.3 After 3 years from the Commencement Date, the Parties will provide for a review of the LIFFE Obligations and LCH Services generally, including changes to operational costs resulting from Changes implemented since the Commencement Date. Any changes proposed as a result of such review shall go through the Change Control Procedure.

7.2 Reporting on Provision of Services

7.2.1 The Parties shall maintain appropriate records with regard to the performance of their respective obligations arising under this Agreement and of any material failure to perform such obligations. A Party shall (subject to any applicable duties of confidentiality or Applicable Laws) promptly provide to the other Party such records as that other Party may reasonably request.

7.3 Regulatory overview of LCH Services and LIFFE Services

7.3.1 Each of the Parties acknowledges that the other is subject to recognition and/or regulation by the FSA and agrees that, notwithstanding any provision to the contrary contained in this Agreement, upon request by the other Party, it will use its reasonable endeavours to take any action or refrain from taking any action which is required by the FSA (provided, in each case, that the Parties will work together to minimise the impact of any such requirements), in order to comply with its obligations as an RIE or a regulated market or, as the case may be, an RCH, provided that, where this will have a material cost, it will be dealt with through the Change Control Procedure.

7.3.2 Each Party shall respond promptly and in good faith to requests from the FSA or other relevant regulatory authority which relate to the relationship between the Parties and other market users. Each Party shall consult with the other with respect to their obligations under this Clause 7.3.2 to the extent permitted by Applicable Laws.

7.3.3 Each of the Parties acknowledges that the other may be subject from time to time to disputes with and complaints against it by members of LCH or LIFFE and agrees that upon request by the other Party it will use its reasonable endeavours to furnish relevant information that that Party holds pursuant to the provision of services by either Party under this Agreement and take any action or refrain from taking any action which is reasonably required to assist with any dispute with or complaint by a market participant (provided, in each case, that the Parties will work together to minimise the impact of any such requirements), provided that, where this will have a material cost, it will be dealt with through the Change Control Procedure.

7.4 Business Continuity and Information Security

Each of LIFFE and LCH shall ensure that their business continuity and disaster recovery arrangements include those requirements set out in Schedule 4.

7.5 Relationship Management

In managing the relationship between the Parties under this Agreement, the Parties set out at Schedule 7 certain non-binding principles which they, in good faith, intend to observe in the ordinary course of business. For the avoidance of doubt, failure by a Party to observe any of the principles set out in Schedule 7 shall of itself not constitute a breach of this Agreement.

7.6 Exit Management

Each of LIFFE and LCH shall comply with those terms set out in Schedule 8 during any Exit Phase.

7.7 Suspension of Service Provision

7.7.1 The provision of the LCH Services or of any part of the LCH Services may be suspended where the Parties agree in writing that such action is appropriate.

7.7.2 In addition to Clause 7.7.1, LCH may suspend the provision of the LCH Services or any part of the LCH Services immediately:

(a) in the circumstances described in Clause 23 (Force Majeure), or

(b) to the extent that such action is required in order to comply with any requirements to which it is subject under Applicable Laws or with any order or direction given by, or a requirement of, a relevant regulatory authority or pursuant to the rules of any such regulatory authority.

7.7.3 LCH shall use all reasonable endeavours, prior to exercising any right under Clause 7.7.2, to notify LIFFE as soon as it is aware of any circumstances which may, or are likely to, result in a decision by it to suspend the provision of the LCH Services in whole or in part, the LCH Services that would be affected by such action and the reasons therefor, and (where possible) specify the time at which such action is anticipated to be taken. In respect of the circumstance referred to in Clause 7.7.2(b), if LCH is ordered or directed to suspend all or any part of, or all of, the LCH Services with effect from a particular time, LCH shall notify LIFFE of that time and the affected services will be suspended at such time. Subject to the foregoing sentence and wherever practicable, LCH shall seek to agree with LIFFE and co-ordinate the time at which such action will be taken and the LCH Services which will be affected but without prejudice to its rights under Clause 7.7.2(b).

7.7.4 Where LCH exercises a right under Clause 7.7.2 or the Parties agree pursuant to Clause 7.7.1 that the suspension of the LCH Services (or any part thereof) is appropriate, LIFFE shall take such action as is necessary or appropriate to prevent the execution of any further LIFFE Contracts of a type or by a party which would be affected by the suspension of LCH Services.

7.7.5 Where LCH exercises a right under Clause 7.7.2 or the Parties agree pursuant to Clause 7.7.1 that the suspension of the LCH Services (or any part thereof) is appropriate, the Parties shall work together and use all reasonable endeavours to enable the affected LCH Services to be recommenced as soon as possible, including (where applicable) implementing mitigating interim arrangements to the extent possible, and the input or restoration of data referring to and other actions taken or events occurring during the period of suspension.

7.7.6 Where LCH exercises a right under Clause 7.7.2 or the Parties agree pursuant to Clause 7.7.1 that the suspension of the LCH Services (or any part thereof) is appropriate, and should the relevant LCH Services not have recommenced within three weeks:

(a) LIFFE shall not be liable for (and LCH will recompense LIFFE in respect of) the Annual Charge pro rata for each subsequent day during which (and to the extent that) the LCH Services remain suspended;

(b) LIFFE may make reasonable provisions to receive alternative clearing services (which will not be deemed to be in breach of this Agreement) and during such time LCH shall, as far as is reasonable in the circumstances, assist LIFFE to achieve this; and

(c) LCH shall give LIFFE reasonable notice to enable it to terminate any alternative service provision prior to recommencing the relevant LCH Services (at which point, for the avoidance of doubt, payment of the Annual Charge shall recommence).

7.7.7 Where the LCH Services remain suspended pursuant to Clause 7.7.2 for more than six months LIFFE shall have the right to terminate the Agreement pursuant to Clause 8.2.

7.8 Invisible Changes

For the avoidance of doubt, LCH and LIFFE shall be entitled to make any change to any aspect of the provision of method or means by which the LCH Services and the LIFFE Obligations are provided, respectively, and subject to any express provision in this Agreement to the contrary, without obtaining the consent of the other, to the extent that any such change has no affect on the other Party’s receipt of the same. The Change Control Procedure shall not apply to any such “invisible” changes.

8. TERM AND TERMINATION

8.1 This Agreement shall remain in force unless and until validly terminated in accordance with its terms.

8.2 A Party may terminate this Agreement with immediate effect by serving written notice on the other Party upon the occurrence of any one of the following events (each of events referred to in Clauses 8.2.1 and 8.2.2 constituting an “Event of Default”):

8.2.1 the other Party commits a material breach of the terms of this Agreement which, if capable of remedy, remains unremedied for 30 (thirty) days following the receipt of a written notice specifying such material breach; and

8.2.2 the other Party becomes insolvent, ceases trading, enters into liquidation, whether compulsory or voluntary, other than for the purposes of a solvent amalgamation or reconstruction, or makes an arrangement with its creditors or petitions for an administration order or if a trustee, administrator or administrative receiver or other insolvency official is appointed over all or any part of its assets or if it generally becomes unable to pay its debts.

8.2.3 pursuant to the exercise of its right under Clause 7.7.7.

8.3 In addition, either Party may terminate this Agreement by giving to the other Party not less than [*] prior written notice to this effect. For the avoidance of doubt, such notice can be given at any time from the Commencement Date but not before the Commencement Date.

8.4 [*]

8.5 In the event that this Agreement is terminated for any of the reasons set out in Clauses 8.2 to 8.4 above, the relevant provisions of Schedule 9 shall apply as regards the circumstances contemplated therein.

8.6 Termination of this Agreement shall not release any of the Parties from any other liability which at the time of termination has already accrued to the other Parties, nor affect in any way the survival of any other right, duty or obligation of the Parties which is expressly stated elsewhere in this Agreement to survive such termination. In addition, the provisions of this Clause 8.6 and Clauses 1, 6.6, 6.7, 8.5, 17, 18, 22, 24, 25, 26, 27, 41 and 43 and Schedule 3, Schedule 8 and Schedule 9 are agreed to survive termination of this Agreement.

9. TRANSITIONAL ARRANGEMENTS - THE COMMENCEMENT DATE

9.1 Prior to the Commencement Date, each Party shall:

9.1.1 adopt rules, regulations and procedures relating to the clearing and settlement of Eligible Products in accordance with the provisions of this Agreement; and

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

9.1.2 execute such agreements and any other documents which that Party will require Clearing Members to complete in order to benefit from the LIFFE Services and the LCH Services from the Commencement Date.

9.2 Prior to the Commencement Date, LCH and LIFFE will:

9.2.1 agree and implement a detailed plan to effect the transition of the LIFFE Services from LCH to LIFFE including the novation of all LCH Registered Contracts from LCH to become LIFFE Contracts with LIFFE as central counterparty as at the Commencement Date (the “Transition and Migration Plan”) which shall include an undertaking by LCH not to charge for, prevent or otherwise withhold or delay its consent to member requests or efforts to novate positions and other data from LCH to LIFFE;

9.2.2 consult with each other regarding the relevant sections of the LIFFE Rules and such amendments to the LCH Regulations as may be necessary to give effect to the terms of this Agreement;

9.2.3 consult with each other regarding any information or other steps required to satisfy the FSA as to the arrangements established pursuant to this Agreement;

9.2.4 work together to achieve a smooth introduction of the LCH Services and the LIFFE Services at the Commencement Date;

9.2.5 provide each other with access, as applicable, to necessary resources, data and other information (including the access to systems and data to be supplied in accordance with the LIFFE Obligations) relevant to the LCH Services and the LIFFE Services solely to the extent necessary to allow LCH and LIFFE to perform adequate testing of the LCH Services and the LIFFE Services respectively, prior to the Commencement Date;

9.2.6 provide Clearing Members with the salient details of the Transition and Migration Plan; and

9.2.7 use their reasonable endeavours to assist and encourage all Clearing Members in executing such documentation as may be necessary in connection with the provision of the LCH Services and the LIFFE Services under this Agreement.

10. MEMBERSHIP MATTERS

10.1 If any Party becomes aware of any dispute relating to any LIFFE Contract or if any complaint is made to it regarding any such LIFFE Contract it shall promptly notify the other Party providing full particulars of the dispute or complaint in question, provided that the obligation on LIFFE in this Clause 10.1 shall only apply to the extent that it is or could be material to the provision by LCH of the LCH Services. The Parties

acknowledge that, from time to time, disputes may arise between Clearing Members in relation to LIFFE Contracts, and LIFFE agrees that it shall review the arbitration arrangements under the LIFFE Rules to deal with such circumstances, furthermore LIFFE shall, acting reasonably and in good faith and consulting with LCH, seek to amend the LIFFE Rules and/or its Contract Specifications in time for March 16, 2009, so that LIFFE takes the central counterparty role in support of arbitrations between Clearing Members arising from disputes further to Eligible Trades and pursuant to the LIFFE Rules. The Parties shall use reasonable endeavours to agree how disputes as to physical delivery will be handled where a Clearing Member becomes a Defaulter after the registered LIFFE Contract has expired and gone to delivery.

10.2 Subject to Applicable Laws, and where practicable to do so, the Parties shall generally endeavour to inform each other of any act or omission by a Clearing Member of which it becomes aware and which is reasonably likely to give rise to a legitimate concern on the part of the other Party in its capacity as provider of services under this Agreement.

11. SETTLEMENT OF LIFFE CONTRACTS

11.1 Each Party shall ensure that the settlement arrangements it makes in relation to Eligible Products and the rules applied by LIFFE and LCH in relation thereto shall be consistent with the terms of the Contract Specification for such Eligible Product and related provisions set out in the LIFFE Rules.

12. LINK PROVISIONS, INTEROPERABILITY AND CERTAIN [*]

12.1 The Parties shall promptly, and in any event no later than March 16, 2009, agree a new Schedule to this Agreement setting out the terms upon which they will establish link arrangements between them including by means of mutual membership, so as to facilitate the conclusion and performance of LCH-LIFFE Contracts.

12.2 Each Party agrees that where the other Party proposes any form of interoperability between providers of central counterparty and/or other clearing services in relation to any products falling within the scope of the LIFFE Rules, then each Party shall, subject always to its unfettered discretion in respect of the form of any final agreement or arrangements based on its operational, commercial and risk management objectives, enter into good faith discussions in order to consider how such interoperability between central counterparties and/or providers of other clearing services might operate and on what contractual basis.

12.3 Provided that the conditions set out in Clause 12.4 below are fulfilled, LCH shall use all reasonable endeavours on the request of LIFFE to implement [*]. LIFFE will meet the reasonable and itemised costs incurred by LCH and LCH.Clearnet SA of implementing such [*].

12.4 The conditions referred to in Clause 12.3, which each Party agrees to use its reasonable endeavours to fulfil, are that each of LCH, LCH.Clearnet SA, and LIFFE:

12.4.1 has obtained a legal opinion from its external counsel which the relevant person (acting in good faith) determines to be satisfactory; and

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

12.4.2 has obtained any necessary regulatory consent.

12.5 At a time to be agreed, the Parties shall introduce [*] to the LIFFE Markets. In such circumstances, the Change Control Procedure shall apply.

13. CLEARING TECHNOLOGY

13.1 Unless otherwise agreed by the Parties, the CPS Agreement (in so far as it relates to the LIFFE Markets) shall terminate on the Commencement Date at no cost to LCH and with any prepaid fees being rebated to LCH on a pro-rata apportioned basis based on the term of services elapsed, and LIFFE hereby undertakes to obtain a formal agreement from LIFFE Services Limited to this effect. Save as otherwise agreed between the Parties, the CPS Agreement as it relates to the ICE market(s) shall not be terminated by this Agreement.

14. FEES, PAYMENTS AND COSTS

14.1 In consideration for LCH performing the LCH Services, LIFFE agrees that it shall pay to LCH an amount equal to the Annual Charge each year, to be paid in monthly instalments in arrears as from the Commencement Date in accordance with the provisions set out in Schedule 3 with payment to be made on or by the first day of every month (or the following Business Day if such day is not a Business Day).

14.2 LCH agrees that it shall make a payment to LIFFE of an amount equal to 95% of the Treasury Income, to be paid, in respect of each calendar month (or such shorter period of time during which LCH provides the LCH Services), on the fifteenth day of the following month (or the following Business Day if such day is not a Business Day) from the Commencement Date.

14.3 All payments due to be made by LIFFE pursuant to Clause 14.1 above shall be made in Euros in immediately available funds and on the due date for payment of the same.

14.4 All payments due to be made by LCH pursuant to Clause 14.2 above shall be made in Euros in immediately available funds and on the due date for payment of the same.

14.5 LCH and LIFFE hereby agree that:

14.5.1 overdue interest shall be payable on all amounts payable pursuant to this Clause 14 which are not paid on the due date for payment at a rate of 2% above Euribor;

14.5.2 they will work together and use their best endeavours to ensure the VAT exemption on the Annual Charge save to the extent that the Annual Charge relates to services in respect of contracts which are taxable for the purposes of VAT; and

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

14.5.3 in the event that the LCH Settlement Service set out in Schedule 1, Paragraph 3.2.4 and/or the LCH Ancillary Service set out in Schedule 1, Paragraph 4.1.1 of this Agreement are terminated (in whole or in part) by LIFFE, the Annual Charge may be reduced pursuant to LIFFE’s request through the Change Control Procedure provided that the Annual Charge shall not be reduced unless LCH’s costs are materially reduced by ceasing to provide those specific service.

14.6 LIFFE further agrees that it shall reimburse LCH for all those costs and expenses incurred by LCH in making and/or accepting settlement and/or delivery of securities in a relevant depository incurred by LCH as a result of settlement arising from the exercise, assignment, delivery or final settlement of LIFFE Contracts, being Swift (or other money transfer) and Euroclear (or other CSD) charges. LCH shall provide written evidence to LIFFE of such costs and expenses, and any dispute regarding the amount of such costs and expenses shall be referred to the LCH Relationship Manager in the first instance, and thereafter be subject to the dispute resolution mechanism set out at Clause 41. The costs and expenses dealt with in this Clause 14.6 shall not include the costs and expenses connected with providing services set out in Schedule 1, paragraph 4.1.2, which are dealt with as part of the calculation of the Treasury Income.

14.7 For the avoidance of doubt LCH shall not be entitled to levy fees, charges or other similar obligations on Clearing Members in respect of the LCH Services (for which the only consideration shall be the Annual Charge). However, this shall not prevent LCH from charging its members generally (including for the avoidance of doubt members who are not members of LCH other than in connection with their membership of the LIFFE Markets) for training, applicable data line costs, membership application fees and in accordance with collateral accommodation policies. Where practicable LCH shall inform LIFFE before introducing any new, or significantly increasing any existing, fees, charges or other similar obligations charged to Clearing Members, excluding fees, charges or other similar obligations charged solely in relation to markets other than the LIFFE Markets.

15. SCOPE OF LCH SERVICES AND EXCLUSIVITY ARRANGEMENTS

15.1 LCH shall be the exclusive provider of the LCH Services in respect of LIFFE Products where LIFFE acts as the central counterparty as contemplated in Schedule 1, Paragraph 1, save as provided for in the Exit Management Plan.

15.2 The exclusivity provided for in Clause 15.1 shall relate to all LCH Services except for the LCH Settlement Service set out in Schedule 1, Paragraph 3.2.4 and the LCH Ancillary Service set out in Schedule 1, Paragraph 4.1.1. The provision by LCH of the LCH Settlement Service set out in Schedule 1, Paragraph 3.2.4 and the LCH Ancillary Service set out in Schedule 1, Paragraph 4.1.1 shall be on a non-exclusive basis, and any reference to the LCH Services in the remainder of this Clause 15 shall be construed so as to exclude the LCH Settlement Service set out in Schedule 1, Paragraph 3.2.4 and the LCH Ancillary Service set out at Schedule 1, Paragraph 4.1.1.

15.3 The Parties acknowledge that the exclusivity arrangements set out in Clause 15.1 shall not restrict the ability of LIFFE to elect to appoint a third party as the provider of central counterparty services together with other clearing services for any or all Existing LIFFE Products or any New LIFFE Products rather than LIFFE itself acting as the central counterparty, without being in breach of this Agreement, provided that in such circumstances, LIFFE will be subject to the Preferred Supplier Arrangements.

15.4 In the event that LIFFE elects to appoint a third party as the provider of central counterparty clearing services for any LIFFE Product, it shall first provide LCH with a written notice (“Product Handover Notice”) of such election. Subject always to the Preferred Supplier Arrangements, the Parties shall work together in good faith to arrange a timely and efficient hand-over of such LIFFE Products. If after three calendar years from the Commencement Date LCH has previously received a Product Handover Notice, or if it receives one after that time, the Parties agree that they shall also work together in good faith to review the level of the Annual Charge, including the Annual Inflation Uplift Multiplier, the Annual Volume Uplift Fee and the Regulatory Capital Fee in light of the anticipated change in the number and average daily volume of LIFFE Products in respect of which the LCH Services are being provided, and taking into account the cost of providing the LCH Services, to be assessed having regard to LCH’s costs both prior and subsequent to the migration of the relevant LIFFE Products.

15.5 The Parties hereby agree that, for so long as this Agreement remains in full force and effect, they will observe the Preferred Supplier Arrangements set out in this Clause 15.5. Under the Preferred Supplier Arrangements, and subject to any restrictions imposed by Applicable Laws, LIFFE undertakes to invite LCH to tender to provide the central counterparty services together with other clearing services in respect of any relevant LIFFE Product and, where practicable, to give LCH the opportunity to make a “best and final offer”. Before contracting with a third party for the procurement of such services, LIFFE shall give LCH an opportunity to match the third party’s offer. LCH shall act reasonably in considering such requests and the Parties shall promptly meet to discuss such requests.

16. CHANGE CONTROL

16.1 Except as expressly provided otherwise, where either of LIFFE or LCH wishes to make a Change to this Agreement and/or any of the Schedules to this Agreement, that party shall request the support of the other in accordance with the Change Control Procedure.

16.2 This Clause 16 shall not apply to the request by either Party to the other to modify its performance hereunder to ensure compliance with the requirements of this Agreement except to the extent that such a request constitutes a Regulatory Change (as defined in Schedule 5). No Party shall be deemed to in breach of this Agreement to the extent that it is reasonably restricted from complying with Applicable Laws by this Agreement and has submitted a Regulatory Change which addresses this issue.

17. NON-SOLICITATION

17.1 Subject to Clause 17.2, neither Party will, during the term of this Agreement (including any Exit Phase) and for a period of 12 months after the expiry or termination of this Agreement, solicit in any way the services of, offer to employ or actually employ, any employee or former employee of the other Party or any of its Affiliates, unless it first obtains written consent of the other Party.

17.2 Clause 17.1 does not prevent either Party from soliciting the services of, or offering to employ or actually employing any person who, without any separate solicitation by that Party, responds to a genuine advertisement by that Party which is made generally available and not directed at employees of the other Party.

18. RECORD KEEPING AND INFORMATION

18.1 In respect of any LIFFE Contract, LIFFE undertakes to record the relevant Eligible Trade information so as to enable LCH to establish a full audit trail of all such Eligible Trades, including details of each Eligible Trade, the date and time it was entered into, and details of persons who initially submitted each such Eligible Trade for registration by LIFFE.

18.2 The Parties undertake to respond to any request from the other Party for information of the type referred to in Clauses 18.1 where it is reasonably satisfied that the request is made for prudential or regulatory reasons (and not, for the avoidance of doubt, to assist with the provision of any services to a competitor of LIFFE or any other Third Party Market), provided that such Party may not use the information provided for any other purpose.

18.3 Any records which are required to be maintained under this paragraph must be in computerised or other electronic form, and shall be maintained for a period of at least six years or, such other longer period as may be required by Applicable Laws or otherwise as the Parties may agree.

18.4 Each Party undertakes to procure from its members all waivers of any rights to secrecy or confidentiality which may be necessary to enable the other Party to fulfil its respective obligations under this Agreement.

19. AMENDMENTS TO LCH’S REGULATIONS AND LIFFE RULES

19.1 Either Party may at any time amend its rules and regulations, provided:

19.1.1 That such Party shall consult with the other Party in respect of any material proposed amendment that is applicable to the provision by the other Party of LCH Services or the LIFFE Services, respectively;

19.1.2 that nothing in this Clause 19.1 shall relieve a Party of its obligations under this Agreement;

19.1.3 subject to clause 19.1.4, that each Party agrees that it will not knowingly maintain or introduce any requirement binding on its members which is reasonably likely to have a material adverse effect on the other’s ability properly and fully to comply with its obligations under this Agreement; and

19.1.4 that where any Party is required by Applicable Laws or a relevant regulatory authority to amend its rules or regulations in a way that conflicts with Clause 19.1.3, such amendment shall constitute a Change and be dealt with through the Change Control Procedure.

19.2 In making any amendments permitted by Clause 19.1, the Party maintaining or introducing such requirement must give to the other as much prior notice of the requirement and the anticipated adverse effect as is reasonably practicable and work with the other Party to attempt to minimise the impact of such a requirement.

19.3 If either Party becomes aware that any provision in the LCH Regulations or the LIFFE Rules is materially inconsistent with any provision of the other documentation relating to the LCH Services or the LIFFE Services, it shall notify the other Party as soon as reasonably practicable and the Parties shall co-operate to make such amendments as they may agree in order to remove that inconsistency.

19.4 If not otherwise already available to them, each Party shall supply the other on request with a full copy of its rules and regulations, including any revisions thereto, and a copy of any guidance, consultation notices concerning proposed amendments, circulars and other notices issued by the other Party to Clearing Members.

20. TRADE EMERGENCIES AND MARKET DISORDER

20.1 Without prejudice to the provisions of Clause 18, if at any time either Party suspects or anticipates the development of a market emergency, or an excessive position in respect of an Eligible Product owned or controlled by the same person, or under the common control of a group of persons acting together or in concert, or any manipulation, corner, squeeze or other undesirable situation or practice that might reasonably be expected to affect or be capable of affecting LIFFE, LCH, Clearing Members, Eligible Trades, LIFFE Contracts, or any of them, it shall immediately notify the other Party. For the avoidance of doubt, no Party shall have any liability to the other for any omission or failure (other than wilful failure or omission) to notify the other Parties pursuant to this Clause 20.1.

20.2 The Parties agree that they shall monitor the development of such circumstances and share information about such circumstances with each other to the extent that each is reasonably able so to do in the light of its obligations of confidentiality to third parties and other obligations placed upon it by law, contract or otherwise.

20.3 If any Party reasonably determines that the circumstances contemplated by Clause 20.1 have arisen, it may take such action as it deems reasonably necessary in accordance with its rules and the terms of this Agreement. Wherever reasonably practicable, the Party taking such action agrees to consult with the other prior to taking such action.

21. IT SYSTEMS AND SYSTEM INTERFACES

21.1 Where any Party considers that it may be necessary or desirable to develop material enhancements or modifications to any aspect of computer systems or computer interfaces that might result in a material change to the manner of provision of the LCH Services or the LIFFE Services, or to the performance of the LIFFE Obligations, it shall notify the other Party and shall consult as to whether the enhancement or modification might adversely affect the ability of the other Party to perform its obligations under this Agreement. An enhancement or modification which might adversely affect the ability of a Party to perform its obligations under this Agreement shall be subject to the Change Control Procedure.

21.2 For the avoidance of doubt, during the term of this Agreement and any Exit Phase LIFFE shall not take any step outside of the ordinary course of business (and with the exception of any agreed Changes or as part of a response to any unexpected event or pursuant to any agreed Exit Management Plan) designed to impact adversely the connectivity of LIFFE or Clearing Members with LCH.

21.3 Nothing in this Agreement constitutes acceptance by either Party of any rights in relation to the commodity management system known as Guardian. Prior to March 16, 2009, the Parties will agree which system they will use to effect the physical delivery of commodity contracts which, in the absence of such agreement, shall continue to be the system used by LCH immediately prior to that date.

22. LIABILITY

22.1 No Party nor any of their respective affiliates, directors, employees, agents, licensors and/or contractors shall be liable to the other with respect to any claims whatsoever arising out of this Agreement for indirect, consequential, special, punitive or exemplary damages, including without limitation, claims for loss of profits or income or loss of use of either, loss of business expectations or business interruptions, regardless of any actual knowledge or foreseeability of such damages. The limitations in this Clause 22.1 shall not apply to Clause 22.2 (Obligations as member), 22.7 (Death or personal injury), 24 (TUPE), 26.17 (Infringement of third party IPR), and 38.1.3 (Fraud).

22.2 Nothing in this Clause 22 shall apply to any liability either of the Parties may have to the other under, or in respect of, any LIFFE Contract or as a result of being a member of the other pursuant to the provisions to be agreed in accordance with Clause 12.1.

22.3 The total aggregate liability of any Party to the other for all losses, damages, costs, claims and expenses of any kind arising out of or in any way connected to this Agreement in relation to events occurring in each successive 12 month period from the Commencement Date and giving rise to liability shall not exceed [*], regardless of whether a claim arises in contract, tort, negligence, strict liability or otherwise. The caps on liability in this Clause 22.3 shall not apply to Clause 22.2 (Obligations as member), 22.7 (Death or personal injury), 24 (TUPE), 26.17 (Infringement of third party IPR), 27.11 and 27.12 (Tax) and 38.1.3 (Fraud). For the avoidance of doubt, this Clause 22.3 shall not apply to the obligation to pay Negative Income set out in Schedule 11.

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

22.4 The Parties acknowledge they have entered into this Agreement in reliance upon the limitations of liability and disclaimers of warranties and damages set out herein and that the same form an essential basis of the bargain between the Parties. The Parties agree that the limitations and exclusions of liability and disclaimers of warranties and conditions specified herein shall survive the termination of this Agreement.

22.5 Except as expressly provided otherwise in this Agreement LIFFE acknowledges, understands and accepts that neither LCH, nor its managers, members, officers, employees or agents make any implied warranty whatsoever (including any implied warranties of merchantability or fitness for particular purpose) to LIFFE as to the LCH Services save as set out in this Agreement and that such services are provided in accordance with the provisions of this Agreement, the LCH Regulations and relevant LCH approvals.

22.6 Except as expressly provided otherwise in this Agreement LCH acknowledges, understands and accepts that neither LIFFE, nor its managers, members, officers, employees or agents make any implied warranty whatsoever (including any implied warranties of merchantability or fitness for particular purpose) to LCH as to the LIFFE Services or the performance of the LIFFE Obligations save as set out in this Agreement and that such services are provided in accordance with the provisions of this Agreement, the LIFFE Rules and relevant LIFFE approvals.

22.7 Nothing contained in this Agreement shall restrict either Party’s liability for death or personal injury resulting from any act, omission or negligence of that Party or its officers, agents, employees or sub-contractors.

22.8 Without prejudice to each Party’s obligations under this Agreement, each Party acknowledges and agrees that it does not owe any duty of care to the other in relation to the admission of any Clearing Member or the exercise of its powers under the LCH Regulations or the LIFFE Rules, as the case may be.

22.9 Subject to the limitations of liability contained in this Clause 22, each Party shall indemnify and keep indemnified the other Party against itemised costs and expenses which are reasonable having regard to the nature of the breach and the length of time for which the breach continued and any direct losses (including third party and member claims), damage and fines, which arise from that Party’s breach of this Agreement. The Parties acknowledge that such losses shall include:

22.9.1 following an Event of Default where LCH is the defaulting Party, and to the extent permitted by Applicable Laws, the costs and expenses of migrating all or part of the LCH Services to LIFFE or one or more Successor Operator(s);

22.9.2 the costs of all reasonable external consultancy, internal or external management, personnel and computer time, acceptance testing together with all reasonable costs associated therewith in any case necessarily and directly incurred to remedy the default;

22.9.3 payments made by such Party to a third party pursuant to its commitment to such third party (whether contractual or in accordance with its published compensation policy guidelines) and arising as a result of such breach by the other Party; and

22.9.4 any fines imposed by any relevant regulatory authority in connection with any breach by such Party of its regulatory requirements resulting from an act or omission by the other Party.

23. FORCE MAJEURE

23.1 No Party shall be liable for or be in breach of this Agreement for any failure or delay in performing any of its obligations under or pursuant to this Agreement to the extent that such failure or delay is due to an event which is beyond a Party’s reasonable control, which could not (or could not reasonably) have been avoided by that party taking steps and precautions reasonably expected of it (including complying with this Agreement or with any disaster recovery or business continuity obligations) and which makes it impossible or materially commercially unreasonable to perform the obligations in question, including but not limited to: (i) acts of God; (ii) acts of civil or military authority; (iii) national emergencies; (iv) fire; (v) flood; (vi) catastrophes; (vii) failure of power supply; (viii) wars; (ix) insurrections; (x) riots; and (xi) acts of terrorism, but excluding, save where such failure arises directly or indirectly from any of the above: (a) the failure (directly or indirectly) of any of the facilities of the Party; (b) any industrial disputes specifically affecting the Party; and (c) the act, omission or default of any Affiliate, contractor or agent of the Party, provided in each case that the Party has communicated the same to the other Party as soon as practicable and keeps the other Party informed of developments in connection with the event of force majeure at all times.

23.2 The provisions of Clause 7.7 (Suspension of Service Provision) shall apply in relation to any continuing event of force majeure.

23.3 For the avoidance of doubt, LCH shall be required at all times to accept the Novated Contracts of a Defaulter provided that LIFFE provides LCH with such information necessary for it to do so, including during the suspension of any services permitted under Clause 7.7.

24. TUPE

24.1 The Parties do not anticipate that the TUPE Regulations will apply to the commencement of the provision of LCH Services at the Commencement Date nor do they intend the termination of this Agreement or any transfer of the LCH Services to LIFFE and/or any Successor Operator(s) to constitute a relevant transfer for the purposes of the TUPE Regulations. For the avoidance of doubt, LIFFE shall have no right to require LCH to arrange its operations or internal staffing in a way that may result in the TUPE Regulations being found to apply to the termination of this Agreement or the transfer of the LCH Services to LIFFE and/or any Successor Operator(s).

24.2 Notwithstanding the above, in the event that the TUPE Regulations are found to apply either upon the termination of this Agreement or upon any transfer of the LCH Services to LIFFE or any Successor Operator(s) the parties agree the following provisions of this Clause 24 will apply.

24.3 On the termination of this Agreement or any transfer of the LCH Services to LIFFE or any Successor Operator(s), LCH will and LIFFE (or, as the case may be, LIFFE will use all reasonable endeavours to procure that any Successor Operator(s)) will agree that they will at the request of LCH promptly and in a co-operative and helpful manner comply with their respective obligations, if any, under Regulations 13 and 14 of the TUPE Regulations.

24.4 LCH will indemnify LIFFE against (and shall pay to LIFFE an amount equal to) all Losses which LIFFE (or any Successor Operator(s) which LIFFE has indemnified in this respect) may reasonably incur on the termination of this Agreement and/or on any transfer of the LCH Services to LIFFE or any Successor Operator(s) in relation to any claim or allegation by any LCH Employee (or relevant employee representative) arising from or connected with the failure by LCH to comply with its legal obligations under Regulations 13 and 14 of TUPE Regulations (except to the extent that LCH’s failure is due to any failure on the part of LIFFE or any Successor Operator(s) to comply with their respective obligations under Regulations 13 and/or 14 of TUPE Regulations in a timely and proper manner).

24.5 LIFFE will indemnify LCH against (and shall pay to LCH an amount equal to) all Losses which LCH may reasonably incur on the termination of this Agreement and/or any transfer of LCH Services to LIFFE or any Successor Operator(s) in relation to any claim or allegation by any LCH Employee (or relevant employee representative) arising from or connected with the failure by LIFFE and/or any Successor Operator(s) to comply with its or their obligations under Regulations 13 and/or 14 of TUPE Regulations.

24.6 If the contract of employment of any person connected to the provision of the LCH Services on the termination of this Agreement or the transfer of the LCH Services to LIFFE or any Successor Operator(s) shall have effect as if originally made between LIFFE (or any Successor Operator(s)) and such person pursuant to the TUPE Regulations:

24.6.1 LIFFE will (and will procure that any Successor Operator(s) will) without delay and in any event no later than 48 hours of it or any Successor Operator becoming aware of the claimed application of the TUPE Regulations to any such person notify LCH of this fact in writing;

24.6.2 LIFFE will (or LIFFE will procure that any Successor Operator(s) will, as applicable) then give LCH seven days in which to find alternative employment for any such person. If any such offer of alternative employment

is accepted, LIFFE shall (or shall use all reasonable endeavours to procure that any Successor Operator shall) immediately release the person from its employment;

24.6.3 If no such offer of alternative employment has been made or procured by LCH to such person or such offer has been made but not accepted within such seven day period referred to at clause 24.6.2 above, then LIFFE shall (and will procure that any Successor Operator(s) shall) terminate the employment of such person within seven days following the expiry of the seven day period (referred to at clause 24.6.2 above); and

24.6.4 LCH will indemnify and shall keep indemnified LIFFE for (and shall pay to LIFFE an amount equal to) any wages, salaries, bonuses, commissions, PAYE, national insurance contributions and other periodic outgoings (including pensions contributions), compensation for unfair dismissal, wrongful dismissal or statutory redundancy payments reasonably incurred by LIFFE (or any Successor Operator(s) which LIFFE has indemnified in this respect) relating to the employment or termination of the contract of employment of such person, provided that: (i) should LIFFE (or any Successor Operator(s)) re-employ any such person (whether under a contract of service, a contract for services or as a partner or director) within 6 months of the date on which such person’s employment is deemed to have transferred to LIFFE or any Successor Operator(s) pursuant to the TUPE Regulations, LIFFE shall within 28 days reimburse LCH for any such amounts paid in respect of such person; and (ii) such indemnity shall not extend to any money paid on account of any unlawful discrimination on the part of LIFFE or any Successor Operator(s).

25. CONFIDENTIALITY

25.1 Each of the Parties shall:

25.1.1 keep confidential the terms of this Agreement and all Confidential Information of the other Party, whether in written or any other form, which has been accessed or obtained by it, or otherwise disclosed to it by or on behalf of the other Party (including, without limitation, any business information in respect of the other Party which is not directly applicable or relevant to the LCH Services or the LIFFE Services, as the case may be), and shall not disclose such information to anyone, except that the Party may disclose such information:

(a) to its officers, directors, members and employees bound by a duty of confidentiality who need to know the Confidential Information to enable the Party to perform its duties hereunder to the other Party;

(b) to governmental or regulatory authorities having jurisdiction over such Party or to self-regulatory bodies as required by Applicable Laws, in each instance to the extent required to be disclosed by Applicable Laws

or a court order or explicit demand by the FSA or other governmental or other regulatory or supervisory body or authority of competent jurisdiction to whose rules the Party making the disclosure is subject, whether or not having the force of law, provided that the Party disclosing the information shall (to the extent permitted by law) notify the other Party of the information to be disclosed (and of the circumstances in which the disclosure is alleged to be required) as early as reasonably possible before such disclosure must be made and shall take all reasonable action, and shall reasonably cooperate in any efforts by the other Party, to avoid and limit such disclosure, except that with regard to a disclosure of the existence or terms of this Agreement to the FSA, the Party making such disclosure need not notify the other Party of the disclosure;

(c) to its legal and financial advisors on a need to know basis and who are under an obligation to maintain as confidential all such information consistent with the obligations set forth in this Agreement;

(d) to any applicable tax authority to the extent reasonably required to assist the settlement of the disclosing Party’s tax affairs or those of any company of which it is a subsidiary of or any other person under the same control as the disclosing Party; and

25.1.2 procure that its officers, directors, members and employees who have access to the Confidential Information of the other Party keep secret and treat as confidential all such documentation and information consistent with the obligations set forth in this Agreement; and

25.1.3 use the Confidential Information of the other Party solely in the performance of this Agreement and for no other purpose.

25.2 Except as expressly set forth in Clause 25.1, a Party shall not disclose any Confidential Information of the other Party to any third party (including without limitation any consultant, contractor or advisor) without the prior written consent of the other Party, and if the other Party gives such consent, then such information shall only be disclosed pursuant to a written agreement in which the recipient of the information (“Third Party Recipient”) is bound to maintain its confidentiality consistent with and on terms equivalent to those set forth in this Agreement. The Party making such disclosure shall remain responsible to the other Party for each Third Party Recipient’s compliance with such confidentiality obligations.

25.3 Clauses 25.1 and 25.2 do not apply to information:

25.3.1 which shall after the date of this Agreement become published without restriction on disclosure or otherwise generally available to the public, except in consequence of a wilful or negligent act or omission by the other Party to this Agreement or a breach of the obligations in this Clause 25;

25.3.2 to the extent rightfully made available to the recipient Party by a third party who is entitled to divulge such information and who is not under any obligation of confidentiality in respect of such information;

25.3.3 which has been independently and lawfully developed by the recipient Party otherwise than in the course of or pursuant to the exercise of that Party’s rights or obligations under this Agreement or the implementation of this Agreement, and without reference to the Confidential Information of the other Party; or

25.3.4 which the recipient Party can prove was already lawfully known to it before its receipt from the disclosing Party.

25.4 Upon termination of this Agreement (including any Exit Phase), or upon request of the Party furnishing Confidential Information, each Party shall return the other Party’s Confidential Information or, at the other Party’s direction, destroy the same and certify its destruction in writing. Notwithstanding the foregoing, a Party shall not be required to return or destroy Confidential Information if and to the extent that it is required to retain it by Applicable Laws (including any audit requirements imposed by Applicable Laws), or where it is otherwise permitted to retain such information under this Agreement (provided it shall return or destroy such Confidential Information as soon as such ability to retain ceases to apply).

25.5 Save as otherwise set out in this Agreement, no announcement, circular, advertisement or other publicity in connection with this Agreement, its subject matter, the fact that the Parties are parties to it or any ancillary matter will be made or issued by or on behalf of one Party (save as required by Applicable Laws) without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed).

26. INTELLECTUAL PROPERTY RIGHTS

26.1 As between LIFFE and LCH, LIFFE shall own all Intellectual Property Rights in:

26.1.1 the LIFFE Materials; and

26.1.2 all Improvements to the LIFFE Materials (for the avoidance of doubt, regardless of which Party developed such Improvements); (together, the “LIFFE Background IPR”), and

LCH hereby assigns for no further consideration to LIFFE any such Intellectual Property Rights which have or would otherwise vest in it.

26.2 As between LIFFE and LCH, LCH shall own all Intellectual Property Rights in:

26.2.1 the LCH Materials; and

26.2.2 all Improvements to the LCH Materials (for the avoidance of doubt, regardless of which Party developed such Improvements); (together, the “LCH Background IPR”), and

LIFFE hereby assigns for no further consideration to LCH any such Intellectual Property Rights which have or would otherwise vest in it.

26.3 For the avoidance of doubt, if LCH licences any of its LCH Background IPR to LIFFE and LIFFE uses such LCH Background IPR to develop Improvements to the LIFFE Materials, LIFFE does not thereby acquire any rights in the LCH Background IPR other than any licence granted under any Exit Management Plan.

26.4 For the avoidance of doubt, if LIFFE licences any of its LIFFE Background IPR to LCH and LCH uses such LIFFE Background IPR to develop Improvements to the LCH Materials, LCH does not thereby acquire any rights in the LIFFE Background IPR other than any licence granted under any Exit Management Plan.

26.5 For the term of this Agreement only (including any Exit Phase), LCH hereby grants to LIFFE a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable licence of the LCH Background IPR solely in connection with the performance of this Agreement, provided that LIFFE shall not reverse engineer or use any equivalent procedure to reverse engineer protected source code in any LCH Materials for any purpose.

26.6 For the term of this Agreement only (including any Exit Phase) and without prejudice to Clauses 6.5 and 26.7, LIFFE hereby grants to LCH a non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable licence of the LIFFE Background IPR solely in connection with the performance of this Agreement, provided that LCH shall not reverse engineer or use any equivalent procedure to reverse engineer protected source code in any LIFFE Materials for any purpose.

26.7 LCH hereby acknowledges and agrees that the licence granted to it by LIFFE pursuant to Clause 26.6 insofar as it relates to the LIFFE Software shall be subject to the following:

26.7.1 such licence is not an operational software licence and as such LCH will not be provided with a copy of, or otherwise given access to, the LIFFE Software (including, for the avoidance of doubt, any object code or source code in such software); and

26.7.2 such licence is provided by LIFFE solely in connection with the performance by LIFFE of the LIFFE Obligations and as such is subject, without limitation, to the provisions of Clause 6.5.

26.8 In the absence of a separate agreement signed by both Parties to the contrary, to the extent during the term of this Agreement (including any Exit Phase) that Project IP is developed solely or substantially by one Party (“Solely Developed IP”) ownership of such Project IP shall vest in that Party (“Solely Developed IP Sole Owner”). Solely Developed IP shall form part of the LIFFE Background IPR or the LCH Background IPR (as applicable) and for the avoidance of doubt and absent a separate agreement signed by both Parties to the contrary, for the term of this Agreement only (including any Exit Phase) the Solely Developed IP Sole Owner hereby grants a non-exclusive, worldwide, non-transferable, non-sub-licensable, royalty-free licence to the other Party on the terms set out in Clause 26.5 or 26.6 (as applicable).

26.9 The Parties will endeavour to negotiate in good faith the ownership of any Project IP that is Jointly Developed by the Parties in furtherance of the purposes of this Agreement or otherwise in connection with this Agreement (“Jointly Developed IP”) during the relevant Change Control Procedure, or if no such agreement is reached at that time, in the Exit Management Plan. In the absence of any agreement between the Parties as regards the ownership of Jointly Owned IP, ownership shall be decided by Applicable Laws.

26.9.1 During the term of this Agreement (including the Exit Phase) each Party shall be entitled to use the Jointly Developed IP solely for the purposes of the matters contemplated under this Agreement.

26.9.2 On termination of this Agreement, in the event that one Party owns such Jointly Developed IP, it shall grant a non-exclusive, perpetual, irrevocable, worldwide, non-transferable, sub-licensable, royalty-free licence to the other Party to use and exploit by any means whatsoever (including without limitation sub-licensing, disposal or charging) such Jointly Developed IP.

26.9.3 On termination of this Agreement, in the event that such Jointly Developed IP is jointly owned between the Parties, each Party agrees to grant whatever consents are required in order that the other Party can use or exploit by any means whatsoever (including without limitation sub-licensing, disposal or charging) such Jointly Developed IP.

For the avoidance of doubt, the licences and consents granted in Clauses 26.9.2 and 26.9.3 shall survive the termination of this Agreement.

26.10 Both parties shall keep confidential and procure that employees keep confidential any patentable invention (wheresoever patentable) forming part of the Project IP unless the owner (pursuant to this Clause 26) of said invention, or both Parties if the invention constitutes Jointly Developed IP, has or have consented in writing to the disclosure of the said invention.

26.11 Upon reasonable request from the owner (pursuant to this Clause 26.11) of Project IP and at the reasonable cost of said owner, the other Party shall promptly execute and take all reasonable actions and steps to perfect said owner’s sole ownership of such Intellectual Property Rights on a worldwide basis including, but not limited to, granting and recording of assignments.

26.12 The owner (pursuant to this Clause 26) of any registrable Project IP shall have absolute discretion to decide whether and, if so, where to apply for registration of such Intellectual Property Right. Upon reasonable request from and at the reasonable cost of said owner, the other Party shall promptly execute and take all reasonable actions and steps to assist said owner in applying to register said Intellectual Property Right.

26.13 Unless the Parties negotiate an agreement to the contrary in the Change Control Procedure or in the Exit Management Plan, on termination of this Agreement (including any Exit Phase) for any reason:

26.13.1 the licences granted pursuant to clauses 26.5, 26.6, 26.7 and 26.8 shall terminate;

26.13.2 LCH will cease use of the LIFFE Background IPR and return or (at LIFFE’s option) destroy all records (whether electronic or in hard copy) containing or relating to the LIFFE Background IPR, subject to Clause 6.5; and

26.13.3 LIFFE will cease use of the LCH Background IPR and return or (at LCH’s option) destroy all records (whether electronic or in hard copy) containing or relating to the LCH Background IPR.

26.14 Nothing in this Agreement shall be deemed to give LIFFE any right to use any of LCH’s names, logos or trade marks without LCH’s prior written consent. To the extent that the licence pursuant to Clause 26.5 relates to use of LCH trade marks, LIFFE shall use each such trade mark only in accordance with LCH’s reasonable guidelines as communicated in writing by LCH to LIFFE from time to time and where LCH discovers that LIFFE’s use of any such trade mark is not in accordance with its guidelines, LCH shall notify LIFFE in writing thereof, and, if not corrected within a reasonable period, shall thereafter have the right to terminate the licence granted herein solely with respect to any such trade mark with immediate effect.

26.15 [*]

26.16 Nothing in this Agreement shall be deemed to give LCH any right to use any of LIFFE’s names, logos or trade marks without LIFFE’s prior written consent. To the extent that the licence pursuant to Clause 26.6 relates to use of LIFFE trade marks, LCH shall use each such trade mark only in accordance with LIFFE’s reasonable guidelines as communicated in writing by LIFFE to LCH from time to time and where LIFFE discovers that LCH’s use of any such trade mark is not in accordance with its guidelines, LIFFE shall notify LCH in writing thereof, and, if not corrected within a reasonable period, shall thereafter have the right to terminate the licence granted herein solely with respect to any such trade mark with immediate effect.

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

26.17 Infringements of Third Party Intellectual Property Rights

26.17.1 Subject to sub-clause 26.17.5 below, LCH shall indemnify and keep LIFFE indemnified from and against any and all actions, claims, proceedings, losses, damages, costs, expenses (including court and legal costs) and other liabilities of whatever nature (“Claims”) suffered, incurred or sustained by LIFFE as a result of any action, claim or proceeding made or brought by any person alleging that the provision of the LCH Services by LCH or the receipt of the LCH Services by LIFFE or LIFFE’s use or possession of the LCH Background IPR or any part of them infringes the Intellectual Property Rights or rights in Confidential Information of any such person.

26.17.2 For the purpose of Clause 26.17.1 above, where any action, claim or proceeding causes LIFFE’s quiet enjoyment for the purposes of this Agreement of the LCH Services, LCH Materials or any part thereof to be disrupted or impaired, LCH shall at its own expense and at LCH’s option:

(i) procure for the benefit of LIFFE the right to continue to use and exploit the LCH Services and/or LCH Background IPR in accordance with this Agreement; or

(ii) modify or replace the LCH Services and/or LCH Background IPR so that no further infringement will occur; provided that such modified or replacement part of the LCH Services or LCH Background IPR will meet substantially the same functionality as the original referred to in or pursuant to this Agreement.

26.17.3 Subject to sub-clause 26.17.5 below, LIFFE shall indemnify and keep LCH indemnified from and against any and all Claims suffered, incurred or sustained by LCH as a result of any action, claim or proceeding made or brought by any person alleging that the provision of the LIFFE Services by LIFFE or the receipt of the LIFFE Obligations by LCH or LCH’s use or possession of LIFFE Background IPR or any part of them under this Agreement infringes the Intellectual Property Rights or rights in Confidential Information of any such person.

26.17.4 For the purpose of sub-clause 26.17.3 above, where any action, claim or proceeding causes LCH’s quiet enjoyment for the purposes of this Agreement of the LIFFE Obligations, LIFFE Background IPR or any part thereof to be disrupted or impaired, LIFFE shall at its own expense and at LIFFE’s option:

(i) procure for the benefit of LCH the right to continue to use and exploit the LIFFE Obligations and/or LIFFE Background IPR in accordance with this Agreement; or

(ii) modify or replace the LIFFE Obligations and/or LIFFE Background IPR so that no further infringement will occur; provided that such modified or replacement part of the LIFFE Obligations or LIFFE Background IPR will meet substantially the same functionality as the original referred to in or pursuant to this Agreement.

26.17.5 The party so indemnified under this Clause 26.17 (the “Indemnified Party”) shall:

(i) promptly notify the indemnifier of any action or claim brought against it and which may result in the Indemnified Party making a claim on the indemnifier under this Clause 26.17. Upon the indemnifier accepting in writing that the relevant action or claim is covered by the relevant indemnity, the Indemnified Party shall allow the indemnifier to control that defence exclusively (including full authority to compromise or settle it) but the indemnifier will consult with the Indemnified Party in relation to any defence and will not settle such claim without taking into account the Indemnified Party’s reasonable requirements in relation to such settlement; and

(ii) provide all reasonable assistance to the indemnifier (subject to the indemnifier meeting the reasonable and itemised costs and expenses of the Indemnified Party).

26.17.6 The indemnifier may recover its reasonable and itemised costs relating to any Claim from any award, damages or settlement sum made or paid as the result of that Claim. The remainder of any such award, damages or settlement sum shall be shared as is fair and reasonable between the Parties.

26.17.7 If the indemnifier does not defend the Claim then the Indemnified Party may defend the Claim and the indemnifier shall if it is necessary to do so under the Applicable Laws and at the request of the Indemnified Party join the proceedings as either co-claimant or co-defendant (such choice, if available under the Applicable Laws, to be made by the indemnifier in its absolute discretion) and shall provide all assistance and co-operation that the Indemnified Party may reasonably require in the conduct of such defence, provided that the Indemnified Party indemnifies the indemnifier against any loss, cost or expense reasonably incurred by the indemnifier in connection therewith including any liability to pay the relevant third party’s costs. The parties shall share any award of damages or costs made pursuant to any such proceeding in such manner as is fair and reasonable between the parties.

26.17.8 The Parties hereby agree that Clause 22.3 apply in respect of the matters contemplated in this Clause 26.17.

26.18 Infringement of Project IP

26.18.1 If during the term of the Agreement either Party becomes aware of any actual, threatened or suspected infringement of any Project IP, LIFFE Background IPR or LCH Background IPR (each an “Infringement”) it shall immediately notify the other Party in writing giving such particular of such Infringement as may be available.

26.18.2 Where the Infringement relates to Intellectual Property Rights of a single Party (the “IP Owner”) that Party shall in its sole and absolute discretion determine what (if any) action to take in connection with the Infringement and, if it decides to take any action (whether through legal proceedings or otherwise) it shall have sole control of the conduct of any such action at its cost. If called upon in writing the other Party (in its role as licensee) (the “IP Licensee”) shall provide all assistance and co-operation that may reasonably be required in the conduct of any action (including become a party to such action, provision of documentation, information and evidence and make relevant personnel available) provided that the IP Owner indemnifies it against any loss, cost or expense reasonably incurred by it in connection therewith. The Parties shall share any award of costs or damages or other settlement sum as is fair and reasonable between the parties.

26.18.3 If, within 30 (thirty) days (or, where prompt action is reasonably necessary to protect the interests of the IP Licensee, within the time limit specified in the notice which time limit shall be reasonable having regard to the relevant circumstances) of receiving a written notice from the IP Licensee requesting the IP Owner to take action to stop any Infringement which directly affects the IP Licensee’s business in the fields of clearing and counterparty services (a “Relevant Infringement”), the IP Owner does not agree to take the appropriate action to stop the Relevant Infringement, the IP Licensee may take such action as it deems fit against the relevant third party in its own name and the IP Owner shall if it is necessary to do so under the Applicable Laws and at the request of the IP Licensee join the proceedings as either co-claimant or co-defendant (such choice, if available under the Applicable Laws, to be made by the IP Owner in its absolute discretion) and shall provide all assistance and co-operation that the IP Licensee may reasonably require in the conduct of such action in relation to a Relevant Infringement, provided that the IP Licensee indemnifies the IP Owner against any loss, cost or expense reasonably incurred by the IP Owner in connection therewith including any liability to pay the relevant third party’s costs. The parties shall share any award of damages or costs made pursuant to any such proceeding in such manner as is fair and reasonable between the parties.

26.18.4 Where the Infringement relates to Jointly Developed IP the Parties shall negotiate in good faith regarding what (if any) action to take.

27. TAXES AND VAT

27.1 Subject to the provisions of Schedule 3, all payments to be made by LIFFE under or pursuant to this Agreement shall be made without any deduction or withholding for or on account of any Tax, unless such deduction or withholding is required by any Applicable Laws, as modified by the practice of any relevant governmental revenue

authority, then in effect. If LIFFE is required to make such deduction or withholding, then it shall pay promptly to LCH such additional amount as is necessary so as to ensure that the net amount actually received by LCH will equal the full amount that LCH would have received had no such deduction or withholding been applied.

27.2 All amounts which are payable under this Agreement which (in whole or in part) constitute the consideration for VAT purposes for any supply or goods or services shall be deemed to be exclusive of any VAT which is chargeable on that supply.

27.3 If VAT is chargeable on any supply made by LCH to LIFFE under this Agreement, LIFFE shall pay to LCH within thirty (30) days of receipt of an appropriate VAT invoice an amount equal to the amount of that VAT. If VAT is chargeable on any supply made by LIFFE to LCH under this Agreement, LCH shall pay to LIFFE within thirty (30) days of receipt of an appropriate VAT invoice an amount equal to the amount of that VAT.

27.4 All VAT invoices issued by LCH to LIFFE under this Agreement shall identify those elements of the services that are exempt from VAT and those that are subject to VAT.

27.5 Where LIFFE is required under this Agreement to reimburse LCH in respect of any cost or expense, LIFFE shall at the same time indemnify LCH against any VAT incurred by LCH in respect of the cost or expense to the extent that neither LCH nor any other member of any group to which it is a member for VAT purposes is entitled to any credit or repayment from the relevant tax authority in respect of that VAT. Where LCH is required under this Agreement to reimburse LIFFE in respect of any cost or expense, LCH shall at the same time indemnify LIFFE against any VAT incurred by LIFFE in respect of the cost or expense to the extent that neither LIFFE nor any other member of any group to which it is a member for VAT purposes is entitled to any credit or repayment from the relevant tax authority in respect of that VAT.

27.6 LIFFE shall be responsible for identifying the correct VAT liability of its supplies and shall be responsible for accounting for VAT on all such supplies. LIFFE shall notify LCH in a written form to be agreed between the Parties of the VAT liability of all supplies for which Exchange Fees which LCH is responsible for collecting pursuant to this Agreement are consideration (the “VAT Notification”). Such VAT Notification shall specify the extent to which LCH is required to collect such amount in respect of VAT from Clearing Members and LIFFE will notify LCH if there is any change in this position.

27.7 LCH shall not be responsible for collecting from Clearing Members or any other parties any amounts in respect of VAT on Exchange Fees where LCH has not been notified by LIFFE that such amounts should be collected. LCH shall not be liable to pay LIFFE any amounts in respect of VAT on Exchange Fees where LCH has not been notified by LIFFE that such amount should be collected.

27.8 LCH shall pay LIFFE all amounts received in respect of VAT on Exchange Fees from Clearing Members but shall not be liable to pay LIFFE any amounts in respect of VAT on Exchange Fees to the extent a Clearing Member has not paid such amounts to LCH.

27.9 LIFFE shall be responsible for issuing VAT invoices in relation to its supplies, including supplies for which Exchange Fees are payable by Clearing Members. If requested, LCH shall, on behalf of LIFFE and on the basis of the information provided in the VAT Notification, issue VAT invoices in relation to the Exchange Fees that LCH collects.

27.10 LCH shall not be liable to any claim for any payment from any person, including but not limited to HMRC or a Clearing Member, for a failure to account for, charge or collect VAT on Exchange Fees, provided that it has complied with the notifications and requests issued by LIFFE under this Clause 27.

27.11 Provided LCH has complied with the notifications and requests issued by LIFFE under this Clause 27, LIFFE shall indemnify and keep indemnified LCH in respect of any claim against LCH for amounts in respect of VAT (including any penalties or interest) on Exchange Fees that were not charged or collected but should have been.

27.12 Provided LCH has complied with the notifications and requests issued by LIFFE under this Clause 27, LIFFE shall also indemnify and keep indemnified LCH in respect of any claim against LCH regarding amounts in respect of VAT (including any penalties or interest) on Exchange Fees that were charged and collected, but should not have been.

28. AMENDMENTS TO AGREEMENT

28.1 The Parties may, by written instrument signed by their duly authorised representatives, at any time agree to extend, modify or alter whether in whole or in part this Agreement.

28.2 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of the Parties to it.

28.3 Unless expressly agreed, no variation of any provision of this Agreement whether express or otherwise shall constitute a general waiver of any other provision of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.

29. ASSIGNMENT AND DELEGATION

29.1 No Party shall assign or transfer this Agreement or charge or encumber any rights, obligations or liabilities hereunder, whether in whole or in part, without the prior written consent of the other Parties (such consent not to be unreasonably withheld or delayed), and on the giving of such consent, both Parties shall execute such documents as are necessary to agree to the transfer and the assumption of the rights, obligations and liabilities of the other Party by the new party.

29.2 If any Party proposes to delegate or sub-contract the performance of any of its obligations to the other Party pursuant to this Agreement other than to an Affiliate (and save that this shall not restrict the ability of the Parties to appoint consultants and other advisors generally in the ordinary course of business), it shall consult with the other Party before doing so and may not do so without the prior written consent of the other Party (such consent not to be unreasonably withheld or delayed). Where consented to, the original Party shall remain liable for the acts or omissions of such person as if they were such Party’s own acts or omissions, and such person must enter into a confidentiality agreement for the benefit of the other Party.

30. FILINGS

The Parties will each procure that any other registrations, filings and submissions required under the laws of any jurisdiction are made to the extent that the provisions of such laws apply to each of them. The Parties will co-ordinate and co-operate with one another in providing such information and all reasonable assistance to the other as may be requested in connection with any such registrations, filings and submissions.

31. FURTHER ASSURANCE

Each of the Parties agrees to perform (or procure the performance of) all further acts and things, and execute and deliver (or procure the execution and delivery of) such further documents as may be required by law or as may be reasonably necessary to implement or give effect to this Agreement.

32. WARRANTIES

32.1 Each Party warrants to the other Party that the following statements are, at the date of this Agreement, true and accurate in all material respects:

32.1.1 it is duly incorporated under the laws of England and Wales (with, in the case of LCH, limited liability) and has capacity and power to enter into and perform its obligations under this Agreement;

32.1.2 its Memorandum and Articles of Association incorporate provisions which authorise, and all necessary corporate action has been taken to authorise, and all necessary authorisations of any governmental, regulatory or other authority have been duly and unconditionally obtained and are now in full force and effect which are required to authorise it to execute and deliver this Agreement and that it will obtain all necessary authorisations or approvals of any governmental, regulatory or other authority to enable it to perform its obligations under this Agreement as at the date this Agreement comes into effect;

32.1.3 neither the execution and delivery by it of this Agreement nor the performance by it of any of the obligations contemplated by this Agreement will:

(a) materially contravene or constitute a default under any provision contained in any Applicable Laws, judgement, order (of any jurisdiction in which it carries on business) or consent by which it is bound or affected or in any agreement or instrument to which it is a party;

(b) cause any limitation on it or the powers of its directors, whether imposed by or contained in its Memorandum or Articles of Association or any law, order, judgement (of any jurisdiction in which it carries on business), consent, agreement, instrument, or otherwise, to be exceeded;

32.1.4 its obligations under this Agreement constitute its legal, valid, binding and enforceable obligations, subject to applicable bankruptcy, reorganisation, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law).

32.2 Each Party represents and warrants to the other Party that the following statement are, as at the date of this Agreement, and will remain as at the Commencement Date, true and accurate:

32.2.1 it is not insolvent or unable to pay its debts and no order has been made or resolution passed for its winding up or for an administration order and no receiver, administrative receiver or manager has been appointed by any person of its business or all or a substantial part of its assets or any material part thereof nor has any equivalent event taken place in any jurisdiction; and

32.2.2 complying with the terms of this Agreement will not infringe any Intellectual Property Rights of any third party.

32.3 The Parties agree and acknowledge that all other warranties, express or implied, including any warranty of merchantability or of fitness for any particular purpose are disclaimed.

32.4 Each Party undertakes to the other Party that at all times during term of the Agreement:

32.4.1 it will perform its obligations under this Agreement using appropriately qualified, skilled and trained personnel;

32.4.2 it shall not knowingly or negligently introduce a software virus, computer worms, software bombs or similar items into the hardware or software used by the other Party; and

32.4.3 all licences required for the performance of its obligations under this Agreement are adequate and appropriate for the provision of those obligations.

32.5 Each Party shall indemnify and keep indemnified the other Party in connection with all Losses suffered by them arising out of or in connection with:

32.5.1 lost or corrupted data caused by the act or omission of the indemnifying party (and including the costs of reconstituting such lost or corrupted data);

32.5.2 breaches of Applicable Laws by the indemnifying party (and including fines or other financial penalties imposed by a relevant regulator);

32.5.3 any fraud, or wilful default in connection with or breach of this Agreement by the indemnifying party; and

32.5.4 any inaccurate or misleading reports or audits knowingly provided by the indemnifying party to the indemnified party.

33. ILLEGALITY

33.1 No Party shall be required to perform any obligation under this Agreement to the extent that to perform it would be reasonably likely to cause that Party to breach any material Applicable Laws to which it is subject.

33.2 If a Party becomes aware that the performance of any obligation under this Agreement would or could materially breach any Applicable Laws to which it is subject, it shall notify the other as soon as reasonably practicable.

34. SEVERABILITY

34.1 If any provision of this Agreement is held to be invalid or unenforceable, then that provision shall (to the extent that it is invalid or unenforceable) be of no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The Parties shall then use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

35. NOTICES

35.1 Save where expressly provided to the contrary under this Agreement, any notice to be given by one Party to the other under this Agreement shall be given in writing, in the English language and signed by or on behalf of the Party giving it.

35.2 Any notice or communication to be made under or in connection with this Agreement in writing may be delivered personally or sent by first class post, pre-paid recorded delivery or (other than in relation to a notice of termination pursuant to Clause 8 of this Agreement) by fax or electronic mail to the Party due to receive the notice at its address set out in this Agreement.

35.3 Unless there is evidence that it was received earlier a notice is deemed given:

35.3.1 if delivered personally, when left at the address for the Party due to receive the notice as set out in this Agreement;

35.3.2 if sent by post, two Business Days after posting it;

35.3.3 if sent by fax, when confirmation of its transmission has been recorded by the sender’s fax machine; and

35.3.4 if sent by e-mail, two hours after sending, provided that the sender has not received an automated failure or delay response.

36. WAIVERS

No failure in exercising any right or remedy provided by this Agreement shall operate as a waiver or release thereof or prejudice any other or further exercise of rights and remedies hereunder. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

37. REMEDIES CUMULATIVE

The rights and remedies of each of the Parties under or pursuant to this Agreement are cumulative. They may each be exercised as often as such Party considers appropriate and are in addition to such rights and remedies under general law as each Party may have.

38. ENTIRE AGREEMENT

38.1 This Agreement sets out the entire agreement and understanding between the Parties in respect of the subject matter of this Agreement. It is agreed that:

38.1.1 no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other party which is not expressly set out or referred to in this Agreement;

38.1.2 no Party shall have any remedy in respect of misrepresentation or untrue statement made by the other party which is not contained in this Agreement nor for any breach of warranty which is not contained in this Agreement; and

38.1.3 this Agreement shall not exclude any liability for fraud or fraudulent misrepresentation.

39. THIRD PARTY RIGHTS / NO PARTNERSHIP

39.1 Each LIFFE Affiliate shall be entitled to enforce the provisions of Clause 26.15. Save as aforesaid, a person who is not a party to this Agreement does not have any right under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any provision any of its terms, and nothing in this Agreement shall be taken as varying any obligation either Party may have to Clearing Members outside of this Agreement. Notwithstanding the foregoing, this Agreement may be varied or rescinded without the consent of any LIFFE Affiliate.

39.2 Nothing in this Agreement and no action taken by the Parties under this Agreement shall constitute a partnership, association or other cooperative entity between any of the Parties or (save where specifically set out herein) constitute any Party as agent of any other Party for any purpose.

40. NUMBER OF COUNTERPARTS

This Agreement may be executed by the Parties to it on separate counterparts, each of which is an original but both of which together constitute one and the same instrument.

41. DISPUTE RESOLUTION

41.1 In the event that a dispute or difference (a “Dispute”) arises between the Parties out of or in connection with this Agreement, the Parties shall seek to resolve the Dispute by negotiation by referring the Dispute first to the Chief Executive Officers of LCH and LIFFE, respectively (each a “Representative”).

41.2 Such referral shall be initiated by one of the Parties notifying the other in writing that the dispute resolution procedure set out in this Clause 41 shall apply and setting out the nature of the Dispute. The Parties shall convene a meeting of the Representatives, and the Representatives shall endeavour to resolve the Dispute, within thirty (30) Business Days of the date of the notice. The joint written decision (if any) of the relevant Representatives shall be binding on the Parties.

41.3 Nothing in this Clause 41 shall:

41.3.1 prevent either Party from taking such action as it deems necessary in order to obtain interlocutory relief requiring compliance with, or preventing breach of, a material term of this Agreement; and

41.3.2 at any time restrict or restrain either Party from initiating proceedings to have a Dispute determined (whether in the interim or finally) by the courts pursuant to Clause 43.

42. COSTS

42.1 Save as otherwise provided in this Agreement, each party shall pay its own costs and expenses in relation to the negotiation, preparation, execution and implementation of this Agreement and the documents referred to herein.

42.2 All payments to be made under this Agreement shall be made in full without any set-off or counterclaim and free from any deduction or withholding save as may be required by law in which event such deduction or withholding shall not exceed the minimum amount which it is required by law to deduct or withhold and the payer shall simultaneously pay to the payee such additional amounts as will result in the receipt by the payee of a net amount equal to the full amount which would otherwise have been receivable had no such deduction or withholding been required.

43. GOVERNING LAW AND JURISDICTION

43.1 This Agreement and all non-contractual obligations arising out of or in connection with it are governed by English law.

43.2 The courts of England and Wales have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) or the consequences of its nullity.

IN WITNESS whereof the Parties hereto have caused this Agreement to be signed by their duly authorised representatives the day and year first before written.

Schedule 1

LCH SERVICES

PART 1

1. THE LCH DEFAULT MANAGEMENT SERVICES

1.1 The Parties hereby agree that from the Commencement Date, LIFFE shall act as the central counterparty to all Eligible Trades entered into by a Clearing Member and shall register LIFFE Contracts with that Clearing Member in accordance with the LIFFE Rules.

1.2 For the avoidance of doubt (and without prejudice to LCH’s right to receive Initial Margin and Intra-Day Margin described at Paragraph 1.3.3 below), the Parties agree and acknowledge that, unless and until a Clearing Member has been declared a Defaulter by LIFFE, LCH shall not provide any LCH Default Management Services or assume any rights or obligations in respect of any LIFFE Contract.

1.3 Immediately upon a Clearing Member being declared a Defaulter by LIFFE:

1.3.1 A novation of all LIFFE Contracts to which the Defaulter is party with LIFFE shall automatically take place pursuant to the LIFFE Default Rules, the LCH Regulations and the relevant Clearing Membership Agreement, resulting in the termination of all LIFFE Contracts between LIFFE and the Defaulter and their replacement by contracts between LCH and the Defaulter on terms identical to the terminated LIFFE Contracts (hereinafter, “Novated Contracts”);

1.3.2 LCH shall register the Novated Contracts in the name and for the account of the relevant Clearing Member in LCH’s books and records and those Novated Contracts shall be subject to the LCH Regulations;

1.3.3 LCH-LIFFE Contracts shall, simultaneously with the creation of the Novated Contracts, arise between LIFFE and LCH and shall be performed in accordance with the provisions to be agreed in accordance with Clause 12.1. [*]

1.4 Immediately upon a Clearing Member being declared a defaulter by LCH under the LCH Default Rules, LIFFE, upon becoming aware of such declaration, shall without delay declare that Clearing Member a Defaulter under the LIFFE Default Rules.

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

1.5 The Parties agree and acknowledge that LCH shall be entitled to call for and receive from each Clearing Member, in LCH’s own name and for its own account, Initial Margin and Intra-Day Margin to cover LCH’s potential exposure to such Clearing Member pursuant to paragraph 1.2 above or otherwise. LCH shall deal with such Initial Margin and Intra-Day Margin in accordance with the LCH Regulations.

1.6 For the avoidance of doubt, nothing in this Agreement and no action taken by LIFFE under the LIFFE Rules in respect of a Clearing Member shall compel LCH to treat any Clearing Member as a Defaulter for the purposes of the LCH Regulations.

1.7 The Parties agree and acknowledge that LCH retains full discretion to deal with Novated Contracts in accordance with the LCH Regulations.

1.8 Save where specifically set out otherwise in this Agreement, to the extent practicable and reasonable and whilst not being bound to consult with LIFFE, LCH will notify and keep LIFFE informed in respect of actions taken with regards to any Defaulter, the default fund and default insurance.

1.9 Each Party agrees to use all reasonable endeavours to assist the other Party in respect of any action proposed or taken by such other Party in accordance with this Agreement or otherwise in connection with any action under either Party’s Default Rules.

PART 2

2. THE LCH RISK MANAGEMENT SERVICES

2.1 LCH shall provide the following LCH Risk Management Services in connection with the LIFFE Markets and performance under LIFFE Contracts:

2.1.1 make recommendations to LIFFE as to minimum membership requirements, and minimum standards for certain rules, procedures and policies applicable to the LIFFE services and to LIFFE’s role as a central counterparty, so as to assist LIFFE in formulating the LIFFE Default Rules;

2.1.2 determine and notify LIFFE of the minimum rates applicable to any Margin deliverable by Clearing Members;

2.1.3 provide parameters for LIFFE’s performance of all relevant calculations with respect to any Clearing Member’s obligation to post, or right to receive, Margin, and notify Clearing Members of requirements so calculated by LIFFE pursuant to Clause 6.4.6;

2.1.4 undertake the monitoring of positions and risk management of Clearing Members, including without limitation, taking into account transactions effected by such Clearing Members on a LIFFE Market which are contemplated by the arrangements set out in this Agreement, and transactions entered into on a non-LIFFE Market which is cleared by LCH; and

2.1.5 undertake the stress testing of Clearing Members, taking into account, without limitation, transactions on any market effected by such Clearing Members and cleared by LCH.

PART 3

3. THE LCH SETTLEMENT SERVICES

3.1 LIFFE hereby appoints LCH as its settlement agent for the purposes of performing the LCH Settlement Services.

3.2 LCH shall provide the following LCH Settlement Services in connection with the LIFFE Markets and performance under LIFFE Contracts:

3.2.1 receive from or pay to Clearing Members, as the case may be, Variation Margin and settlement payments arising under LIFFE Contracts in its capacity as agent for LIFFE, and shall consult with LIFFE in respect of material operational matters or material changes in respect of the same in advance, to the extent reasonable and practicable. LIFFE further agrees that any Variation Margin or settlement payments collected and/or held by LCH in its capacity as LIFFE’s agent shall be deemed to satisfy the relevant Clearing Member’s payment obligations towards LIFFE, or, in the case of payments to a Clearing Member, LIFFE’s obligations towards that Clearing Member. For the avoidance of doubt, LCH shall not assume any principal payment obligations towards any Clearing Member in respect of any payments or receipts of Variation Margin and settlement payments under LIFFE Contracts. Nothing in this paragraph 3.2 shall prejudice LCH’s right to receive all Margin (including Variation Margin and settlement payments) in its own name and for its own account in relation to Novated Contracts. References in the LCH Settlement Services to payment or receipt shall include the satisfaction of an obligation by means of set-off or netting against amounts otherwise owed by or to LCH in respect of Clearing Members;

3.2.2 operate receipts of Margin or settlement payments from, or postings to, Clearing Members through PPS Accounts;

3.2.3 undertake and manage the delivery of physically and cash settled transactions (other than physically settled commodities transactions) including monitoring (alongside LIFFE, should LIFFE so request) the exercise and assignment of option contracts, the notification and allocation of futures contracts and the handling of delivery disputes and keeping LIFFE reasonably informed of the same and acting in accordance with LIFFE’s reasonable direction in such matters; and

3.2.4 undertake and manage the delivery of physically settled commodities transactions including monitoring (alongside LIFFE, should LIFFE so request) the notification and allocation of physically settled commodity futures contracts and the handling of delivery disputes in co-operation with

LIFFE and keeping LIFFE reasonably informed of the same and acting in accordance with LIFFE’s reasonable direction in such matters. LIFFE reserves the right to terminate this service at any time on reasonable notice to LCH.

3.3 The Parties acknowledge and agree that nothing in this Agreement shall impose any obligation upon LCH to alter any existing arrangements it may have in place with regard to PPS Accounts, or to open any new accounts for Clearing Members, in order to facilitate the arrangements contemplated under this Agreement.

PART 4

4. LCH ANCILLARY SERVICES

4.1 LCH shall provide the following LCH Ancillary Services in connection with the LIFFE Markets and performance under LIFFE Contracts:

4.1.1 invoice and collect Exchange Fees from LIFFE members on behalf of LIFFE. LIFFE reserves the right to terminate this service at any time on reasonable notice to LCH;

4.1.2 perform the treasury and collateral management in respect of all Margin due or received in respect of any LIFFE Contract for the benefit of LIFFE in accordance with the LCH Collateral and Treasury Investment Policies and the LCH Clearing Member Interest Payment and Collateral Accommodation Policies;

4.1.3 use reasonable endeavours to inform and consult with LIFFE in a timely fashion regarding any proposed changes to LCH Collateral and Treasury Investment Policies from time to time that may impact the amount of income due to LIFFE as a result of the arrangements contemplated by this Agreement; and

4.1.4 use reasonable endeavours to inform and consult with LIFFE in a timely fashion regarding any proposed changes to the LCH Clearing Member Interest Payment and Collateral Accommodation Policies from time to time which may have an impact on Clearing Members. The Parties agree to use their best endeavours to escalate any disagreement regarding such proposed changes to the LCH Clearing Member Interest Payment and Collateral Accommodation Policies to the Relationship Managers for resolution where necessary. Any such consultation may include the discussion of financial contributions by LIFFE to system developments that are necessary to ensure that LCH is able to change the LCH Clearing Member Interest Payment and Collateral Accommodation Policies in respect of non-Clearing Members while leaving those policies unchanged in respect of Clearing Members.

Schedule 2

ELIGIBLE PRODUCTS

Existing LIFFE Products

(1) STIR Products

Euribor, Short Sterling, Euroswiss, Eonia, Eonia Swap Index, Euroyen and Eurodollar futures and options

(2) Bond Products

Long Gilt, and JGB futures and options

(3) Swap Products

2yr €Swapnote, 5yr €Swapnote. l0yr €Swapnote, 2yr $Swapnote, 5yr $Swapnote and l0yr $Swapnote futures and options

(4) Commodity Products

Cocoa, Robusta Coffee, White Sugar, Raw Sugar and Feed Wheat futures and options

(5) Equity Products (either cash settled or settled through Euroclear Bank or Euroclear UK & Ireland)

Stock Options on securities listed on the national stock exchanges of the following jurisdictions: Austria, Belgium, Denmark, Finland, France, Germany, Greece, India, Ireland, Italy, the Netherlands, Norway, Portugal, Russia, Spain, Sweden, Switzerland, the UK, and the US.

Universal Stock Futures on securities listed on the national stock exchanges of the following jurisdictions: Austria, Belgium, the Czech Republic, Denmark, Finland, France, Germany, Greece, Hungary, Iceland, Ireland, Italy, South Korea, the Netherlands, Norway, Poland, Portugal, Russia, Spain, Sweden, Switzerland, the UK and the US.

(6) Index Products

Futures, options and variance futures on the following indices: FTSE 100, CAC 40, AEX, BEL 20, PSI 20, FTSEurofirst 80, FTSEurofirst 100, FTSE 250, MSCI Euro, MSCI Pan-Euro, FTSEurofirst 300, FTSE Eurotop 100, JPMorgan IPOX Europe 50 Index Futures, CAC High Dividend Index, AEX High Dividend Index.

Schedule 3

CHARGES

The Annual Charge shall be calculated in accordance with the following formula:

The Annual Charge (“C_n”) comprises a fixed annual charge of €29,500,000 (subject to inflationary increases), a volume uplift fee (subject to inflationary increases), and a regulatory capital fee, as set out in the formula below.

[*]

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

[*]

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

[*]

Annual Inflation Uplift Multiplier shall be calculated in accordance with the following formula and applied on an annual basis;

The Annual Inflation Uplift Multiplier (“IU_n”) calculates the total inflationary increase to be applied to the annual charge of €29,500,000 and the volume uplift fee. The multiplier is calculated from a base date of 31 December 2007, as set out in the formula below.

Where

“IU_1…n” is the Annual Inflation Uplift Multiplier for years (1…n), where n=l is the first full year from the Commencement Date, n=2 is the second year, etc;

“RPIX_Dec07” is the RPIX published for December 2007 (203.5);

“RPIX₀” is the RPIX published for the month preceding the Commencement Date; and

“RPIX_1…n” is the RPIX published for the month preceding the (1^st…n^th) anniversary of the Commencement Date

[*]

VAT

The Annual Charge shall be subject to the addition of VAT where the services are in respect of commodity futures and options contracts or any other contracts which are taxable for the purposes of VAT.

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Schedule 4

BUSINESS CONTINUITY AND INFORMATION SECURITY ARRANGEMENTS

1. Principles and Implementing Arrangements

1.1 The Parties acknowledge that they are both required by relevant regulatory authorities to implement and maintain appropriate business continuity, disaster recovery and information security arrangements. The Parties agree to coordinate the jointly relevant aspects of their respective arrangements, prior to March 16, 2009, and to address in such arrangements the requirements of any relevant regulatory authority.

1.2 Where the arrangements referred to in this Schedule are invoked, the Parties shall use all reasonable endeavours to restore the affected services to normal operation as soon as possible. In particular, except to the extent that it is prevented from doing so in a manner described in Clause 23 (Force Majeure), each of the Parties shall ensure that its business continuity arrangements will enable it to recommence performance of its obligations under this Agreement within 4 hours after the performance of any of them is disrupted by any event which (for any reason) wholly or partially interferes with a Party’s ability to do so.

1.3 Each Party’s business continuity and disaster recovery arrangements will at least address the following issues:

1.3.1 maintenance and regular testing of the business continuity and disaster recovery arrangements;

1.3.2 a statement of conditions that will trigger the business continuity and/or disaster recovery arrangements;

1.3.3 risk analysis of down time acceptable to each Party;

1.3.4 escalation procedures;

1.3.5 systems and staff criticality; and

1.3.6 physical resource requirements (including office requirements).

1.4 Each of LIFFE and LCH shall ensure that it has in place at all times appropriate information security arrangements for the management and prevention of security threats or technical risks including those arising from any technology that interfaces to the other Party’s technology.

Schedule 5

CHANGE CONTROL

1. Additional definitions

1.1 The following additional definitions shall apply for the purposes of this Schedule 5:

“CCN” means a change control notification submitted in accordance with paragraph 3.1 of this Schedule 5;

“Change” means any proposed substantial change to the terms of the Agreement or the nature or manner of provision of any services provided hereunder, save for any matters referred to in Clause16.2;

“De Minimis Change” means either (i) a Change which can be implemented without deployment of any of: business analysis, business requirement specification or IT development and testing; or (ii) the introduction of a New LIFFE Product which is Similar to an existing Eligible Product pursuant to Clause 5.1;

“Impact Assessment” means a written and appropriately detailed assessment of a Change produced by the Receiving Party in response to a CCN including the:

(i) name of the Receiving Party’s Relevant Contact,

(ii) an estimated timeframe for completing implementation of the Change,

(iii) the estimated costs of assessing and implementing the Change (having regard to the nature of the work, the number of other outstanding Changes at the time and the level of engagement required from the Requesting Party),

(iv) any estimated additional operational costs arising from the implementation of the Change, and

(v) and whether the Receiving Party believes that a Project Brief is required;

“Man Days” means days worked by each of the Receiving Party’s personnel or sub contractors in accordance with the Receiving Party’s agreed rate card based on full working days (of at least 8 hours per day) or pro rata days;

“PID” means a project initiation document setting out a detailed analysis of estimated times and costs associated with or relating to a proposed Change, broadly in line with the Prince II methodology but varied by the Parties to suit their requirements including the use of templates agreed by the Parties, if any;

“Project Brief” means a document setting out a high level analysis of estimated times and costs associated with or relating to a proposed Change broadly in line with the Prince II methodology but varied by the Parties to suit their requirements including the use of templates agreed by the Parties, if any;

“Relevant Contact” means the person appointed by a Party to be its contact person in respect of a Change;

“Regulatory Change” means any Change required by a change to material Applicable Laws or at the direction of a relevant regulatory authority after the date of this Agreement; and

“Small Work” means a Change (other than a De Minimis Change) which requires only a modest deployment of additional resources to implement.

2. General

2.1 All references in this Schedule 5, any Impact Assessment, any notification or Project Brief to timescales, start dates and costs which are given by a Party and the information included in CCN’s pursuant to paragraph 4.2 of this Schedule 5 shall be given on the basis of good faith estimates only and shall not give rise to binding commitments upon that Party except where otherwise expressly agreed in writing by the Parties on a case-by-case basis.

2.2 Unless otherwise agreed by the Parties, all notifications sent between the Parties pursuant to this Schedule 5 shall be sent via the Parties’ Relationship Managers or Relevant Contacts or their nominees (including legal advisors).

3. Initial Procedure

3.1 Either Party (the “Requesting Party”) may notify the other party (the “Receiving Party”) of a proposal for a Change by submitting a CCN to the Receiving Party in the form described at paragraph 4 below.

4. Contents Of The CCN

4.1 Each CCN shall contain:

4.1.1 the date of the request for the relevant Change;

4.1.2 the Requesting Party’s Relevant Contact in respect of the Change;

4.1.3 full details of and the reason for the relevant Change, including any proposed variations to the Agreement as a result of the relevant Change;

4.1.4 a proposed timetable for implementing the relevant Change;

4.1.5 proposals (if any) on the allocation of costs (whether evaluation, implementation or additional operational costs) in respect of such Change;

4.1.6 proposals (if any) on the ownership of any Intellectual Property Rights arising out of the implementation of any such Change; and

4.1.7 whether the Requesting Party considers the Changes to be a De Minimis Change.

4.2 If the Change relates to a New LIFFE Product, the CCN (which shall be entitled a “New LIFFE Product Notice”) shall, in addition to the information required under paragraph 5.1 of this Schedule 5, contain:

4.2.1 the name of the New LIFFE Product;

4.2.2 the instrument type and the underlying instrument;

4.2.3 the proposed settlement mechanism, the depository for settlement and the jurisdiction in which settlement is to be performed;

4.2.4 the VAT liability of the New LIFFE Product in accordance with Clause 27.6 of this Agreement;

4.2.5 a draft of the proposed Contract Specification(s) and amendments to relevant rules;

4.2.6 an estimate of the number and volume of trades in the New LIFFE Product in respect of which LCH is likely to be asked to provide the LCH Services;

4.2.7 a price history (if available) and appropriate correlations of the New LIFFE Product; and

4.2.8 details of any regulatory issues of which LIFFE is aware which will in its opinion have a material impact on the provision of the LCH Services in respect of the New LIFFE Product.

5. Progression of Changes

5.1 When the Requesting Party has stated in the CCN that the Change is a De Minimis Change the Receiving Party shall, acting reasonably, within 5 Business Days of receipt of the CCN determine whether it agrees with the classification of the Change as a De Minimis Change and shall, without undue delay, communicate its determination to the Requesting Party.

5.2 If the Receiving Party agrees that the Change is a De Minimis Change it shall notify the Requesting Party of the date on which it will commence implementation work on the Change. The implementation shall commence and be finalised as soon as practicable having regard to the number of De Minimis Changes outstanding at such time.

5.3 Without prejudice to Clause 5.1, if the Receiving Party does not agree that the Change is a De Minimis Change or if the Requesting Party has not stated in the CCN that the Change is a De Minimis Change, the process set out below shall apply.

5.4 In respect of any Change other than a De Minimis Change, the Receiving Party shall, within twenty Business Days of its receipt of the CCN, either:

5.4.1 provide an Impact Assessment in respect of such Change; or

5.4.2 reject the Change in writing with its reasons.

5.5 If the Change relates to a New LIFFE Product, LCH agrees that it will not refuse the extension of the LCH Services to such New LIFFE Product, provided always that LCH may decline to provide the LCH Services in respect of a New LIFFE Product for any one or more of the following reasons:

5.5.1 LCH considers that the provision of the LCH Services in respect of such New LIFFE Product represents an unacceptable risk to LCH on the basis of prudent risk criteria; or

5.5.2 it would be unlawful or in breach of any Applicable Laws or a direction or requirement of the FSA or any relevant regulatory authority, to provide the LCH Services in respect of such New LIFFE Product, or

5.5.3 where the Parties cannot agree on the allocation of costs in respect of such New LIFFE Product, (provided always that, should LIFFE agree to pay the relevant costs, LCH may not raise an objection on this ground),

and in such circumstances, LCH will inform LIFFE in writing of its decision and the reasoning for its decision without undue delay, and LIFFE shall no longer be subject to the exclusivity provisions and Preferred Supplier Arrangements set out in Clause 15 in respect of that New LIFFE Product only.

5.6 Each Party further agrees that it shall not refuse to implement any Regulatory Change requested by the other Party provided that its costs, as identified in the Impact Assessment or Project Brief are met by the Requesting Party and provided always that no Party may be required to agree to any Regulatory Change which might place the Receiving Party itself in breach of any Applicable Law.

5.7 Following the rejection of any Change, the Parties shall meet promptly to discuss the Change with the aim of agreeing a revised CCN acceptable to both Parties, and following any agreement the Receiving Party shall prepare an Impact Assessment.

5.8 The Impact Assessment shall:

5.8.1 where the Receiving Party considers that the Change constitutes a Small Work, indicate that the Change is to be treated as a Small Work; and

5.8.2 for any Change which is not a Small Work, indicate that a Project Brief is required and the estimated costs and timetable for producing that Project Brief having regard to the nature of the work, the number of other outstanding CCN’s at the time and the level of engagement required from the Requesting Party to produce the Project Brief.

5.9 Following receipt of the Impact Assessment, a meeting of the Relationship Managers and/or the Joint Operations Committee shall be held promptly to discuss and agree, as applicable:

5.9.1 the costs, timetable and any necessary steps to implement the Small Work; or

5.9.2 the approach and the associated costs of producing the Project Brief.

5.10 Upon production of the Project Brief, the Parties agree that they shall meet again to discuss the Project Brief to agree the costs, timetable and any necessary steps to implement the conclusions of the Project Brief (including, where so identified, the production of a PID).

5.11 As part of the process of agreeing any Impact Assessment, Project Brief and/or PID, the Parties will attempt to agree the allocation of responsibility, for any additional operational costs (if any) incurred by either Party in connection with any Change. For the avoidance of doubt, each Party shall use its best endeavours to keep any such additional operational costs borne by the other to a minimum (recognising the need for the Parties to continue to perform their obligations under this Agreement according to Good Industry Practice and Applicable Laws). As part of their agreement on the allocation of any costs, the Parties may agree to implement a cost review within a defined period after the implementation of any Change, in order to audit the actual costs of such Change (including operational costs) against the estimated costs, it being understood that the Parties will act in good faith to adjust equitably any costs incorrectly borne by either Party.

5.12 Once the costs, timetable and any necessary steps to implement any Change are agreed, the Parties will use all reasonable endeavours to implement such Change in accordance with such agreement and without undue delay.

6. Costs

6.1 In this Schedule 5, wherever one Party is obliged by its terms to bear the other’s costs, those costs shall only be borne to the extent they are reasonable, itemised and agreed in advance of incurrence. Each Party shall publish a rate card from time to time setting out the rates (for each class of its personnel) which it will use to calculate implementation cost estimates.

De Minimis Changes

6.2 The Parties shall, respectively, evaluate and implement a maximum of ten De Minimis Changes in any calendar month (which may not be carried over between months) free of charge to the other. Where a Requesting Party requests De Minimis Changes in excess of this amount in any month, the Receiving Party shall consult with the Requesting Party and if the Requesting Party wishes to continue with the evaluation and implementation of the excess De Minimis Changes during the affected calendar month, the Receiving Party shall use its reasonable endeavours to comply with such request but its reasonable and documented evaluation and implementation costs in respect of such excess requests shall be borne by the Requesting Party.

6.3 Any additional operational costs of either Party arising out of any agreed De Minimis Change shall not be recoverable from the other Party and shall be borne by the Party incurring such costs.

Small Works

6.4 Save as otherwise provided for in this Schedule 5 or agreed by the Parties on a case-by-case basis, the Requesting Party shall be responsible for its own costs and the costs of the Receiving Party in evaluating and implementing any agreed Change which constitutes a Small Work.

6.5 Any additional operational costs of either Party arising out of any agreed Small Work shall not be recoverable from the other Party and shall be borne by the Party incurring such costs.

Other Changes

6.6 Save as otherwise provided for in this Schedule 5 or agreed by the Parties on a case-by-case basis, the Requesting Party shall be responsible for its own costs and the costs of the Receiving Party in evaluating and implementing any agreed Change which does not constitute a De Minimis Change or a Small Work.

6.7 The appropriate allocation (if any) of any additional operational costs incurred by the Parties arising out of any Change which does not constitute a De Minimis Change or a Small Work shall be agreed between the Parties as set out above. Should the Parties fail to agree such allocation within a reasonable time, the Receiving Party has the right to cease the evaluation and implementing work in relation to such Change.

Free Man Days

6.8 Each Party shall, in its capacity as Receiving Party, make available free of charge to the Requesting Party 100 Man Days per year in respect of which the other Party would otherwise be liable for its costs (measured from the anniversary of the Commencement Date and which may not be carried over between years) towards the cost of any Change.

7. Disputes

7.1 Should a dispute arise during the implementation of a Change which is incapable of being resolved between the Relationship Managers and/or the Joint Operations Committee, it shall be resolved by following the procedure set out in the Agreement for resolving disputes generally.

Schedule 6

[DELIBERATELY LEFT BLANK]

Schedule 7

RELATIONSHIP MANAGEMENT

1. The Relationship Managers

1.1 Each Party shall designate an appropriate senior executive who will act as its Relationship Manager in relation to this Agreement (together, the “Relationship Managers”). Either Party may change the identity of its respective Relationship Manager at any time by prior written notice to the other.

1.2 The role of the Relationship Managers is to act as an escalation point for the Joint Operations Committee details of which are set out in this Schedule 7 and to ensure generally that strategic as well as operational issues are being raised and addressed as between the parties.

1.3 Outside the Joint Operations Committee, the Relationship Managers shall endeavour to meet quarterly.

2. The Joint Operations Committee

2.1 The principal point of formal contact between LIFFE and LCH in relation to issues arising out of the performance by each Party of its obligations under this Agreement will be the Joint Operations Committee.

2.2 Meetings of the Joint Operations Committee should take place regularly but no less than bi-monthly. The chair of the Joint Operations Committee shall operate on the basis of a six-monthly rotation between the Parties, with LCH having the right to appoint the chair for the first six-months from the Commencement Date. The membership of the Joint Operations Committee will generally be as follows:

• for LIFFE: LIFFE Relationship Manager (or delegate), plus two others; and

• for LCH: LCH Relationship Manager (or delegate), plus two others.

2.3 Such meetings will be held to discuss the day-to-day operational issues arising out of the provision of the LCH Services and LIFFE’s performance of its obligations under this Agreement. Each Party shall use its reasonable endeavours to procure that, to the extent reasonably requested by the other Party, an appropriate representative of any sub-contractor shall attend such meetings.

3. Meetings Of The Joint Operations Committee

3.1 Agenda

The meetings of the Joint Operations Committee may cover the following agenda items:

• system performance levels achieved over the preceding quarter and, in particular, conformity (or otherwise) with the service levels set out in this Agreement, service levels, or otherwise agreed between the Parties;

• Change Control Procedures operated and, in relation thereto, development progress;

• progress in any projects or developments under way;

• strategic issues;

• any disputes between the Parties;

• Clearing Members;

• remedial action; and

• any other issues which LCH and LIFFE wish to be discussed.

The Parties shall agree the time, location and agenda of each meeting.

3.2 Procedure

The chair shall arrange for such meetings to be minuted as appropriate. Minutes of meetings will be circulated for signature as soon as reasonably practicable. For the avoidance of doubt, any decisions or items within the minutes of meetings which may be stated or implied to be variations of this Agreement will not vary this Agreement.

3.3 Attendance

Both LCH and LIFFE will take all reasonable steps to ensure that their appropriate representatives attend all meetings. Where an individual cannot attend he may nominate, in writing to the Chairman of such meeting, a suitable proxy who will attend in his stead and have full powers to speak on his behalf.

3.4 Quorum

The quorum for the Joint Operations Committee shall be four persons, being two representatives of LIFFE and two representatives of LCH.

Schedule 8

EXIT MANAGEMENT PLAN

1. Development Of Exit Management Plan

1.1 It is generally intended that any handover of the LCH Services during an Exit Phase (as defined below) be covered by the Exit Management Plan. This Schedule 8 sets out the principles agreed between the Parties to be covered in any detailed Exit Management Plan, which the Parties will use their reasonable endeavours to agree as soon as possible following the service of a notice of termination. The Parties agree that the aim of this Schedule 8 is to ensure that the LCH Services continue to be provided to LIFFE without interruption during any period of transition during which such LCH Services are assumed by a Successor Operator.

1.2 The aim of any detailed Exit Management Plan shall be to facilitate the provision and orderly transfer of replacement services to all or some of the LCH Services in order to minimise the disruption to the LIFFE Market, LCH’s business and the Clearing Members and to assist LIFFE and LCH to comply with their respective regulatory obligations and duties (in the case of LIFFE, as RIE and in the case of LCH, as RCH) by one or more nominated Successor Operator(s), which may include LIFFE (“Exit Management Plan”).

1.3 To the extent required by LIFFE, LCH shall continue to provide the LCH Services and LIFFE shall continue to perform the LIFFE Obligations during the Exit Phase, on the same terms as applied to the provision of the LCH Services immediately prior to such termination event occurring. During such time, LIFFE may negotiate with any third parties for the provision of replacement services.

1.4 The Parties acknowledge that, as part of the migration of the relevant LCH Services to one or more Successor Operators, LIFFE may prepare a document for the purpose of enabling potential Successor Operators to tender for such role. Such document may include information about the historic provision of LCH Services and the relationship between the Parties but may not, without the express written consent of LCH such consent not to be unreasonably withheld, contain any Confidential Information relating to LCH.

2. General Obligations during an Exit Phase

2.1 The phase commencing on the date on which any Party has validly served a notice to terminate this Agreement or the date on which this Agreement otherwise automatically terminates, until such time as LIFFE has effected transfer of the relevant LCH Services to one or more Successor Operators, on terms satisfactory to it (acting reasonably) shall hereinafter be referred to as the “Exit Phase”.

2.2 Without limiting the specific obligations set out in this Schedule 8, during an Exit Phase the Parties shall in good faith agree procedures and a timescale for the following:

2.2.1 a programme for the transfer process, including details of the means of ensuring continuing provision of the LCH Services throughout the transfer process;

2.2.2 plans for communicating with staff, suppliers and customers and regulators of each Party to avoid any detriment to LIFFE’s and LCH’s business as a result of the transfer;

2.2.3 any agreement of licences in respect of any Intellectual Property and Confidential Information; and

2.2.4 the end of the Exit Phase (which in any event will be no later than 18 months after any Party validly serves a notice to terminate this Agreement or the Agreement otherwise automatically terminates).

2.3 No later than 12 months after the start of the Exit Phase, the Parties will agree a target date for the cessation of each relevant LCH Service.

3. Transition Diligence Assistance

3.1 LCH will liaise with LIFFE and any Successor Operator(s), making available for such purposes such LCH liaison staff as LIFFE may reasonably require, and acting in good faith, to ensure a mutually satisfactory handover to LIFFE and/or any Successor Operator(s).

4. Payment

The parties agree that LIFFE shall bear LCH’s reasonable and itemised costs (which shall include external legal costs) incurred in effecting the migration of LCH Services to LIFFE and/or any Successor Operator(s).

Schedule 9

TERMINATION COMPENSATION

The following additional definitions shall apply for the purposes of this Schedule 9:

“End Date” means where agreed as part of the Exit Management Plan, the final date of the Exit Phase, being a date falling on or after the Termination Date and being the date on which LCH finally ceases to provide the LCH Services, or where there is no such End Date, then it shall be the Termination Date;

“Final Settlement Day” means the day which is seven days after the End Date, or (if it is not a Business Day) the first Business Day thereafter;

“Notice Day” means any day on or after the Commencement Date on which a Party gives notice to terminate this Agreement in accordance with Clause 8 of this Agreement;

[*]

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

[*]

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Schedule 10

REGULATORY CAPITAL

The LCH.Clearnet Group, of which LCH is an element for consolidation purposes is subject to standard capital adequacy rules applicable to banking groups in Europe, which requires it to maintain a minimum level of capital in order to cover for solvency, market and operational risks.

Solvency risk: the overall LCH solvency risk requirement is predominantly calculated based on the cash collateral holdings of LCH. The LIFFE proportion of this is calculated by reference to the cash collateral holdings attributable to LIFFE as a proportion of LCH’s total cash collateral holdings, multiplied by the average solvency risk requirement for LCH for the period. [*]

Market risk: None of LCH’s activities currently raise any market risk requirement. If this were to change then the above apportionment mechanism would be applied.

Operational risk: [*]

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

Schedule 11

LCH TREASURY REVENUE MODEL AND EXPECTED RELATED INCOME TO LIFFE

[*]

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

[*]

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

[*]

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SIGNED by	)
	)
A duly Authorised Signatory	)
for and on behalf of	)
LCH.Clearnet Limited	)
SIGNED by	)
	)
A duly Authorised Signatory	)
for and on behalf of	)
LIFFE Administration and	)
Management	)

EX-10.57

Exhibit 10.57

LCH.CLEARNET LIMITED

AND

LIFFE ADMINISTRATION AND MANAGEMENT

TERMINATION AGREEMENT

THIS AGREEMENT is made on the 30^th day of October 2008

BETWEEN

(1) LCH.Clearnet Limited (“LCH”) whose registered office is at Aldgate House, 33 Aldgate High Street, London EC3N 1EA, UK; and

(2) LIFFE Administration and Management (“LIFFE”) whose registered office is at Cannon Bridge House, 1 Cousin Lane, London EC4R 3XX,

(each a “Party” and, together, the “Parties”).

WHEREAS:

(A) LCH is currently appointed by LIFFE to act as clearing house to the LIFFE Markets pursuant to the Current Clearing Terms.

(B) LIFFE wishes and LCH has agreed to terminate the Current Clearing Terms as of the Commencement Date on the terms of this Agreement.

(C) LIFFE’s proposed termination would be contrary to and in breach of the terms regarding termination set out in the Current Clearing Terms.

(D) The Parties wish finally and forever to resolve any claims between them arising out of the termination of the Current Clearing Terms under this Agreement.

IT IS HEREBY AGREED AS FOLLOWS:

1. INTERPRETATION

1.1 Unless otherwise expressly stated in this Agreement (or the context otherwise requires):

“Claim” means in relation to or arising from the Current Clearing Terms, each and any claim or counter-claim of whatsoever nature and kind, set-off, cause, right of action, demand or proceeding, at law or in equity, howsoever arising, in any jurisdiction whatsoever, including interest and costs, whether secured, proprietary, by way of tracing, priority, contribution, subrogation or otherwise, known or unknown to the Parties, and whether or not presently known to the law, arising before or after the date of this Agreement, and whether against either of the Parties, or their present and former agents, associated companies, partners, directors, and employees, whether for damages or otherwise, and whether or not such claims or alleged claims have to date been asserted either formally or informally, directly or indirectly, expressly or impliedly) arising in any manner whatsoever;

“Clearing Relationship Agreement” means the agreement between LCH and LIFFE for the provision to LIFFE of default management, risk management, settlement and ancillary services by LCH, dated on or about the date of this Agreement;

“Commencement Date” has the meaning given in the Clearing Relationship Agreement;

“Current Clearing Terms” means the terms on which LCH, immediately prior to the Commencement Date, acts as the clearing house to the LIFFE markets, being a clearing agreement dated 7 June 1988 as amended by the letter of 16 July 1996 entered into between LIFFE and LCH and any and all ancillary agreements relating to the basis on which LCH acts as the clearing house to the LIFFE markets;

“Losses” means all losses, damages, interest, claims, costs and expenses, awards, judgments, penalties and all other liabilities;

“Preserved Claims” means: (i) any claim notified in writing by one Party to the other Party prior to the date falling one year after the Commencement Date and which arises out of circumstances which are not known and could not reasonably have been known by the notifying Party as at the date hereof; and (ii) any claim in relation to the arbitration notified to the [*] in respect of a dispute regarding a [*] pursuant to a LIFFE contract; (iii) any claims in relation to the [*] arbitrations (arising, respectively, in [*]) arising in respect of disputes pursuant to LIFFE contracts; and (iv) any other claims in relation to any other arbitration in respect of disputes pursuant to LIFFE contracts notified by LCH to the Market Secretary of LIFFE before the date of this Agreement; and

“Settlement Sum” has the meaning given in Clause 4.1.

1.2 In this Agreement:

1.2.1 references to Clause headings are for ease of reference only and shall not affect the interpretation of this Agreement;

1.2.2 a reference to a Clause, unless the context otherwise requires, is a reference to a Clause of this Agreement;

1.2.3 the singular includes the plural and vice versa, unless the context otherwise requires;

1.2.4 references to statutes, statutory instruments, regulations, rules, or provisions thereof are to those statutes, statutory instruments, regulations, rules, or provisions thereof, as amended, modified or replaced from time to time;

1.2.5 references to a “person” include any firm, company, corporation, body, association or partnership (whether or not having separate legal personality) or any combination of the foregoing;

1.2.6 references to the words “includes” and “including” shall be construed without limitation;

1.2.7 any reference to any English legal term for any action, remedy, method of judicial proceeding, legal document, legal status, court official or any other legal concept is, in respect of any jurisdiction other than England, deemed to include the legal concept or term which most nearly approximates in that jurisdiction to the English legal term; and

* Certain confidential information has been omitted from this document, as indicated by the notation “[*]”. The omitted information has been filed on confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment.

1.2.8 references to “writing” or “written” include any non-transient means of representing or copying words legibly, including by facsimile or electronic mail.

1.3 Any term not otherwise defined in this Agreement shall bear the meaning attributed to it in the Clearing Relationship Agreement.

2. TERMINATION OF CURRENT CLEARING TERMS

2.1 The Parties hereby acknowledge and agree that Clause 18.1 of the Current Clearing Terms permits either of LCH and LIFFE to terminate the Current Clearing Terms by giving to the other party not less than 36 months’ notice in writing of termination. Notwithstanding the foregoing, LIFFE proposes and LCH agrees that this Agreement constitutes valid notice of termination of the Current Clearing Terms subject to the terms and conditions set out herein.

2.2 Notwithstanding the provisions of the Current Clearing Terms, LIFFE hereby wishes and LCH hereby agrees to terminate the Current Clearing Terms in their entirety, and to mutually release and discharge each other from their obligations thereunder, as of the Commencement Date, subject to the terms of this Agreement and in particular to the conditions referred to in Clause 3.1 below. The Parties further agree that Clause 11 of the Current Clearing Terms shall not apply to the amendment of the respective Parties’ rules, regulations and procedures which will be required to be made prior to the Commencement Date.

2.3 In consideration for the mutual obligations set out in this Agreement, and in particular the payment undertaking set out in Clause 4 below, and subject to the limitations set out in Clause 2.4 below and the conditions referred to in Clause 3.1 below, without any admissions whether of liability or of obligation or of fact of any nature or kind whatsoever, any Claim (save for any Preserved Claims) arising out of or in connection with the Current Clearing Terms that the Parties or any of their respective Affiliates, whether jointly or severally, have now or may have, against each other or any of their respective Affiliates, whether jointly or severally, are hereby fully and finally settled, waived and abandoned by the Parties, to be replaced by the rights arising under this Agreement. Each Party agrees on behalf of itself and its Affiliates not to sue, commence, voluntarily aid in any way, prosecute or cause to be commenced or prosecuted against the other Party or its Affiliate any action, suit or other proceeding concerning any such Claim, in this jurisdiction or any other.

2.4 This Agreement shall not release the Parties from the obligations of confidentiality and obligations relating to record keeping expressed to be assumed by the Parties to each other under the Current Clearing Terms and such obligations shall continue in force notwithstanding this Agreement.

3. CONDITIONS PRECEDENT

3.1 The termination of the Current Clearing Terms and the waiver and release in each case pursuant to Clause 2 (Termination of Current Clearing Terms) and the payment undertaking in Clause 4 (LIFFE Payment Undertaking) will only take effect on the fulfilment at all times of the conditions set out in Clause 3.3 and is conditional upon such conditions being fulfilled to the reasonable satisfaction of the relevant Party or Parties (or waived by written agreement of such Party or Parties) by 30 September 2009 (or such later date as the Parties may agree in writing) (the “Longstop Date”).

3.2 Each party shall use all reasonable endeavours to fulfil and maintain each of the conditions set out in Clause 3.3 as soon as reasonably practicable before the Commencement Date.

3.3 The conditions referred to in Clause 3.1 are as follows:

3.3.1 That LCH has approached HM Revenue & Customs to obtain a written ruling on whether VAT is to be charged (or otherwise) on the Settlement Sum and has received such ruling and shared it with LIFFE; and

3.3.2 the execution of, and the fulfilment (or waiver, as the case may be) of the conditions set out in Clause 3.3 of, the Clearing Relationship Agreement, but for the requirement to fulfil or waive the conditions precedent set out in this Agreement, and the commencement of the LCH Services.

3.4 This Agreement shall terminate if the conditions above are not satisfied by the Longstop Date. However, termination does not affect a Party’s accrued rights and obligations under this Agreement as at the date of termination.

4. LIFFE PAYMENT UNDERTAKING

4.1 Subject to satisfaction of the conditions referred to in Clause 3.1 above, LIFFE shall pay to LCH in full and final settlement of any claims or counterclaims arising out of the termination of the Current Clearing Terms the Settlement Sum, being an amount calculated as follows (where CTR is the rate of UK corporation tax on income applicable to LIFFE at the Commencement Date, expressed as a percentage):

Such sum shall be paid by way of compensation for economic losses arising as a result of termination of the Current Clearing Terms on the Commencement Date. The Parties further agree that the Settlement Sum does not represent consideration in respect of any goods or services supplied or to be supplied by LCH to LIFFE.

4.2 The Settlement Sum shall be payable by way of a single lump sum payment, on the Commencement Date, or as may be otherwise agreed between the Parties in writing.

4.3 To the extent that LIFFE should in breach of this Agreement fail to pay the Settlement Sum by 30 days after payment is due, interest on any unpaid amount shall accrue and be payable by LIFFE at Euribor plus 2% per annum. Such accrued interest will form a part of the Settlement Sum and be treated as such for the purposes of this Agreement.

5. TAXATION

5.1 The Settlement Sum is exclusive of VAT.

5.2 The Parties take the view that the Settlement Sum does not represent consideration for any supply of goods or services within the scope of VAT and have requested a clearance

from HM Revenue & Customs to this effect. However, in the event that HM Revenue & Customs issue a final ruling that VAT is chargeable on the Settlement Sum the parties will work together and use their best endeavours to secure a mutually acceptable outcome.

5.3 If, notwithstanding Clause 5.2 above, VAT is or becomes chargeable on the Settlement Sum then it is agreed that LIFFE shall pay an additional amount equal to such VAT to LCH on receipt of a valid VAT invoice. LIFFE shall also be liable for any interest or penalties payable by LCH to HM Revenue & Customs as a result of the late payment of any VAT chargeable on the Settlement Sum.

6. CONFIDENTIALITY

The existence and terms of this Agreement shall be kept subject to the same confidentiality provisions as set out in clause 25 of the Clearing Relationship Agreement (the “Confidentiality Provisions”), save that this Agreement shall be construed as an “Agreement” for the purposes of the Confidentiality Provisions.

7. GENERAL

7.1 The Parties confirm that up to the time and date of this Agreement, there has been no assignment of any rights, claims or causes of action in relation to the Current Clearing Terms.

7.2 This Agreement and its terms and provisions are made and agreed without any admissions by the Parties of liability, obligation or fact of any nature or kind whatsoever save as is set out expressly in this Agreement.

7.3 The Parties represent and warrant to each other that they each have the capacity, power and authority to enter into and perform this Agreement and that they have authorised each of the individuals named below to sign this agreement on behalf of the company set against each name, and that this Agreement gives rise to legal, valid, binding and enforceable obligations on the relevant Party.

8. AMENDMENTS TO AGREEMENT

8.1 The Parties may, by written instrument signed by their duly authorised representatives, at any time agree to extend, modify or alter whether in whole or in part this Agreement.

8.2 No variation of this Agreement shall be valid unless it is in writing and signed by or on behalf of the Parties to it.

8.3 Unless expressly agreed, no variation of any provision of this Agreement whether express or otherwise shall constitute a general waiver of any other provision of this Agreement, nor shall it affect any rights, obligations or liabilities under or pursuant to this Agreement which have already accrued up to the date of variation, and the rights and obligations of the Parties under or pursuant to this Agreement shall remain in full force and effect, except and only to the extent that they are so varied.

9. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable, then that provision shall (to the extent that it is invalid or unenforceable) be of no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement. The Parties shall then use all reasonable endeavours to replace the invalid or unenforceable provisions by a valid and enforceable substitute provision the effect of which is as close as possible to the intended effect of the invalid or unenforceable provision.

10. WAIVERS

No failure in exercising any right or remedy provided by this Agreement shall operate as a waiver or release thereof or prejudice any other or further exercise of rights and remedies hereunder. The rights and remedies herein are cumulative and are not exclusive of any rights or remedies provided by applicable law. No single or partial exercise of a right or remedy provided by this Agreement or by law prevents further exercise of the right or remedy or the exercise of another right or remedy.

11. ENTIRE AGREEMENT

11.1 This Agreement sets out the entire agreement and understanding between the Parties in respect of the subject matter of this Agreement. It is agreed that:

11.1.1 no Party has entered into this Agreement in reliance upon any representation, warranty or undertaking of the other party which is not expressly set out or referred to in this Agreement;

11.1.2 no Party shall have any remedy in respect of misrepresentation or untrue statement made by the other party which is not contained in this Agreement nor for any breach of warranty which is not contained in this Agreement; and

11.1.3 this Agreement shall not exclude any liability for fraud or fraudulent misrepresentation.

12. COSTS

Except as expressly provided otherwise in this Agreement, each Party will bear and pay its own legal and other costs in relation to the matters covered by this Agreement.

13. NOTICES; NUMBER OF COUNTERPARTS

13.1 The provisions of Clause 35 (Notices) of the Clearing Relationship Agreement shall apply mutatis mutandis to this Agreement.

13.2 This Agreement may be executed by the Parties to it on separate counterparts, each of which is an original but both of which together constitute one and the same instrument.

14. THIRD PARTY RIGHTS

A person who is not a party to this Agreement does not have any right under the Contracts (Rights of Third Parties) Act 1999 to rely on or enforce any provision any of its terms.

15. GOVERNING LAW AND JURISDICTION

15.1 This Agreement and all non-contractual obligations arising out of or in connection with it are governed by English law.

15.2 The courts of England have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute relating to the existence, validity or termination of this Agreement or any non-contractual obligation arising out of or in connection with this Agreement) or the consequences of its nullity.

IN WITNESS WHEREOF the undersigned have executed this agreement as of the day first above written and hereby warrant to each other that they have read the foregoing, understand its contents and that the execution of this Agreement is fully and properly authorised by them.

By:

Name:

Position:

Duly Authorised Signatory for

LIFFE ADMINISTRATION AND MANAGEMENT

By:

Name:

Position:

Duly Authorised Signatory for

LCH.CLEARNET LIMITED

By:

Name:

Position:

Duly Authorised Signatory for

LCH.CLEARNET LIMITED

EX-10.58

Exhibit 10.58

25 February 2009

Dear Hugh

I am writing to set out the terms relating to the termination of your employment (these Terms) with LIFFE Administration and Management (“the Company”) on 1 May 2009 (the Termination Date).

These Terms are offered in full and final settlement of the claims as set out in Clause 18 (Waiver).

1. DUTIES

1.1 You will be paid your basic salary and you will continue to receive your other contractual benefits up to and including the Termination Date together with a payment in respect of accrued but untaken holiday entitlement (if any) for the current holiday year, less tax, employee pension contributions and National Insurance contributions. A form P45 will be issued to you as soon as reasonably practicable after the Termination Date.

2. TERMINATION PAYMENT

2.1 Within fourteen days of the later to occur of the Termination Date and receipt by the Company of your signed acceptance of these Terms and a letter from your solicitor to us in the attached form, at Schedule A and after the issue of your P45 you will receive:

(a) a payment of £384,000 (the Termination Payment) less any applicable tax deductions required by law;

(b) A payment of £1,000 in consideration of your agreeing to clauses 10 and 11 herein. The payment will be made subject to deductions of the applicable rate of income tax and Employee National Insurance contributions.

3. TAXATION

3.1 The first £30,000 of the Termination Payment will be paid without deduction of tax in accordance with Sections 401-403 of the Income Tax (Earnings and Pensions) Act 2003. In the event that HMRC demand any further tax and employee’s National Insurance contributions on the first £30,000 of the Termination Payment the Company will be responsible for their payment. Any excess of the Termination Payment over £30,000 payable under these Terms and the value of the benefits provided to you under these Terms will be subject to deductions of basic rate income tax and National Insurance Contributions as appropriate.

3.2 You will be responsible for the payment of any further tax and employee’s National Insurance contributions that arises in respect of any payments made to you, or on your behalf and the benefits provided to you under these Terms with exception of the first £30,000 of the Termination Payment. You agree to indemnify the Company or any Group Company on a continuing basis against any further liability to tax and employee’s National Insurance contributions including any interest, penalties, reasonable costs and expenses, save for any interest, penalties, costs and expenses arising as a result of the fault of the Company, which any such company may incur in respect of or by reason of the payments made to you and the benefits provided to you under these Terms with exception of the first £30,000 of the Termination Payment. For the purposes of these Terms “Group Company” shall mean any company referred to in the Annual Report and Accounts of NYSE and those of Euronext NV, and of the NYSE Euronext group from 2008 onwards, and any other company which could reasonably be expected to be part of the NYSE Euronext group of companies and the Group has the corresponding meaning. The Company shall give you reasonable notice of any demand for tax which may lead to liabilities under this indemnity and shall provide you with reasonable access to any documentation you may reasonably require to deal with such a demand.

4. PENSION AND BENEFITS

In Lieu of Pension contributions and car allowance for your 12 month notice period the Company will pay you as sum of £116,972.04. If requested an element of or all of this sum will be paid into a Self Invested Personal Pension Plan (SIPP) of your choice upon presentation of the appropriate plan documentation and account details.

5. INSURANCE BENEFITS

The Company will continue your coverage in the private medical insurance plan, until the Termination Date.

6. EXECUTIVE INCENTIVE PLAN, OPTIONS AND RSU ALLOCATION

You will retain your EIP awards for 2005 and 2006 as approved by the Managing Board on 11 June 2007. Your February 2008 Restricted Stock Unit (RSU) allocation of 10,648 units will vest in full at the date of termination. One third of your Long Term Incentive Plan (LTIP) units will vest in full at the date of termination (5,891 Units) as per the rules of the plan (pro rata vesting for good leavers).

You are able to retain your vested 2004 options until the lapse date of 17 November 2011 by which time you will be required to exercise them as per the rules of the plan. You will be responsible for the payment of any further tax and employee’s National Insurance contributions that arise in respect of the exercise of these options.

Upon receipt of your instruction the Company will withhold shares in order to meet any income tax and national insurance liabilities due on your RSU allocation at the time of vesting.

7. PERSONAL TRADING

You remain subject to the provisions of the Company’s Personal Trading Policy for as long as is set out in that policy.

8. RESTRICTIONS

You agree that you will comply with the covenants in respect of non-solicitation and confidentiality contained in your contract of employment with the Company or in relevant documentation, if any.

9. RETURN OF COMPANY PROPERTY AND SEASON TICKET LOAN

9.1 You confirm that you will immediately return to the Company all documents and computer disks and other media in your possession or provided to you or created in the course of your employment with any Group Company or relating to, or containing information relating to, any Group Company unless these are required in your new role of Liffe Board Chairman going forward.

9.2 If applicable, the outstanding balance on your season ticket loan will be deducted from the Termination Payment unless you have surrendered your ticket and settled any outstanding loan prior to the Termination Date.

10. CONFIDENTIALITY AND CONDUCT

10.1 You will not without the consent in writing of the Company divulge to any person, or use for your own benefit or the benefit of any person, any information of a confidential nature concerning the business of any Group Company or of any customer or client of any Group Company which has come to your knowledge during the course of your employment with the Group.

10.2 You will not conduct yourself in any way which is inconsistent with having surrendered your authority, whether in matters of the internal administration of any Group Company or externally.

10.3 You will not make any statement which may have the effect of damaging or lowering the reputation of the Company or any Group Company or its employees, officers or agents. The Company agrees that it will not and will use its reasonable endeavours to ensure that its directors, officers, employees and agents will not make any statement which may have the effect of damaging or lowering your reputation.

10.4 Both parties agree:

(a) to keep these Terms and all discussions and other correspondence on this subject confidential and not to disclose them to any other person except to a professional adviser, immediate family and except as may be required by law or regulatory authorities or with the other party’s written consent; and

(b) not to make any untrue statement in relation to each other.

11. POST-TERMINATION RESTRICTIONS

You recognise, whilst performing your duties for the Company that you have had access to and come into contact with trade secrets and confidential information belonging to the Company and certain NYSE Euronext Group Companies and have obtained personal knowledge of and influence over its or their customers and/or employees. You therefore agree that the restrictions set out in this clause are reasonable and necessary to protect the legitimate business interests of the Company and any relevant NYSE Euronext Group Company after the termination your employment.

In order to protect the confidential information, trade secrets and business connections of the Company to which you have had access as a result of your employment, you hereby covenant with the Company that you shall not for 6 months after the termination of your employment (such period to be reduced by one day for every day, during which, at the Company’s direction and in accordance with the relevant provision in your contract of employment, you have been excluded from the Company’s premises and have not carried out any duties):

(a) solicit or endeavour to entice away from the Company the business or custom of any member, client of a member or customer with whom you had material contact during the period of 12 months ending on the date of termination of your employment, with a view to providing goods or services to that member, client of a member or customer in competition any part of the Company’s business with which you were materially involved; or

(b) in the course of any business concern which is in competition with any part of the Company’s business with which you were involved in the period of 12 months ending on the date of termination of your employment, offer to employ or engage or otherwise endeavour to entice away from the Company or any NYSE Euronext Group Company any employee of the Company or any NYSE Euronext Group Company (with whom you had material contact or dealings in the course of your employment during the 12 months ending on the date of termination of your employment) who has confidential information, trade secrets, know-how and/or business connections which could be used to damage the interests of the Company or any NYSE Euronext Group Company; or

(c) be involved in any capacity with any business concern which is (or intends to be) in competition with any part of the Company’s business with which you were involved during the 12 months ending on the date of termination of your employment.

While these restrictions are considered by the parties to be reasonable in all the circumstances, it is agreed that if any such restrictions, by themselves, or taken together, shall be adjudged to go beyond what is reasonable in all the circumstances for the protection of the legitimate interests of the Company or a NYSE Euronext Group Company but would be adjudged reasonable if part or parts of the wording thereof were deleted, the relevant restriction or restrictions shall apply with such deletion(s) as may be necessary to make it or them valid and effective.

12. BREACH OF THESE TERMS

You acknowledge and agree that the Company has agreed these Terms in reliance on the undertakings, representations and warranties referred to in this letter and that, in the event of any breach thereof, any payments made to you under these Terms must be repaid to the Company immediately and will be recoverable by the Company as a debt.

13. LEGAL FEES

The Company will pay up to £1500 (plus VAT) in respect of your legal fees in taking advice in connection with the termination of your employment. Payment will be made by the Company following receipt by the Company of an invoice addressed to you but marked payable by the Company.

14. WARRANTY

You warrant that you have:

(a) not withheld or failed to disclose any material fact concerning the performance of your duties with the Group or any breach of any material term (express or implied) of your contract of employment;

(b) notified the Company of all complaints against it, any Group Company or any of its officers employees or agents arising out of your employment, its termination or otherwise;

(c) not presented any originating application or claim form to an office of the employment tribunals or issued a claim form in the High Court or County Court in connection with your employment or its termination,

and you undertake that neither you nor anyone acting on your behalf will present any such complaint or present or issue an originating application or claim form.

15. THIRD PARTY RIGHTS

Each Group Company shall have the right under the Contracts (Rights of Third Parties) Act 1999 to enforce the rights bestowed on it by these Terms. The consent of a Group Company is not required to amend any of these Terms. Except as set out in this clause 15, a person who is not a party to these Terms may not enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.

16. REFERENCE

On receipt of a request by the HR department of the Company, the Company shall provide a reference in the form set out at Schedule B and shall respond to oral enquiries in a manner consistent with this form.

17. WAIVER OF CLAIMS

17.1 These Terms are offered without any admission of liability and are in full and final settlement of all claims in all jurisdictions that you may have against any Group Company (or any officers, employees or agents of any Group Company) now or in the future arising out of or in connection with your employment with any Group Company or its termination. In this paragraph claims include, without limitation, any claim for a redundancy payment, unfair dismissal, wrongful dismissal, discrimination on grounds of sex race, disability, sexual orientation, age, religion or other similar belief, equal pay and any other breach of any contractual, tortious or statutory right. This waiver shall not apply to any personal injury claim of which you are currently unaware or to your accrued pension rights. You warrant that you are not aware of any facts or circumstances that might give rise to a personal injury claim by you against any Group Company.

17.2 You agree to these Terms and confirm that the conditions regulating compromise agreements under the Disability Discrimination Act 1995, the Employment Rights Act 1996, Employment Equality (Age) Regulations 2006, Employment Equality (Sexual Orientation) Regulations 2003, the Employment Equality (Religion or Belief) Regulations 2003, the Fixed-term Employees (Prevention of Less Favourable Treatment) Regulations 2002, Information and Consultation of Employee Regulations 2004, the National Minimum Wage Act 1998, the Occupational and Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Race Relations Act 1976, the Sex Discrimination Act 1975, the Trade Union and Labour Relations (Consolidation) Act 1992, the Transfer of Undertakings (Protection of Employment ) Regulations 2006, Transitional Information and Consultation Regulations 1999, and the Working Time Regulations 1998 have been satisfied.

17.3 You confirm that you have taken independent legal advice from Joanne Clews of Penningtons Solicitors LLP on these Terms and on the effect that agreeing to these Terms will have on your rights against the Company, any other Group Company, their employees, officers or agents and on the basis of that advice you accept these Terms. In addition, Joanne Clewshas confirmed to you that she is a qualified solicitor holding a current practising certificate and that she or her firm has an insurance policy in force covering the risk of a claim by you in respect of any loss arising in consequence of her advice.

18. GENERAL

18.1 These Terms are governed by English law. You and the Company agree to submit to the jurisdiction of the English courts as regards any claim or matter arising in connection with these Terms.

18.2 These Terms may be executed in one or more counterparts which, when taken together, shall be deemed to constitute the entire agreement.

18.3 Notwithstanding that this letter is marked “Without Prejudice” when these Terms are signed by the Company and you, it will become open and binding.

Please signify your agreement to these Terms by signing them below where indicated.

Yours sincerely,

For and on behalf of LIFFE Administration and Management

Signature of Hugh Freedberg

Date:                     

SCHEDULE A

FORM OF SOLICITOR’S LETTER

I [name of solicitor] of [name of firm] refer to the letter dated 13 February 2009 from LIFFE Administration and Management to Hugh Freedberg (the Letter). I am a qualified solicitor holding a current practising certificate [and a partner in the firm of [name of firm]. The firm has an insurance policy in force covering the risk of a claim by Hugh Freedberg in respect of any loss arising in consequence of my advice. I have advised Hugh Freedberg regarding his rights against the Company, any other Group Company, their employees, officers or agents as referred to in the Letter (including his rights under the statutes referred to in the Letter) and the effect of agreeing to the Terms referred to in the Letter.

Signature:

Date:

SCHEDULE B

Date

STRICTLY PRIVATE & CONFIDENTIAL

[Name]

[Address]

[Address]

[Address]

Dear [Name]

RE: Hugh Freedberg

Thank you for your letter concerning Hugh Freedberg. Unfortunately, it is not our Company policy to complete individual Company questionnaires on former employees. However, I am able to confirm the following:

Hugh was employed by NYSE Euronext as the Chief Executive of NYSE LIFFE. He was employed from 12 October 1998 to 1 May 2009.

In accordance with our policy, this information is given in the strictest confidence and without liability.

Yours sincerely

[Name]

Human Resources Manager

NYSE Euronext

EX-12

Exhibit 12

NYSE Euronext

Computation of Ratio of Earnings to Fixed Charges

	Year-ended December 31,
($ in millions, except ratio)	2008			2007		2006		2005		2004
Determination of Earnings:
(Loss) income from continuing operations before	$	(646	)	$	882	$	329	$	91	$	43
income tax provision and minority interest(1)(2)
Add:
Fixed charges		150			129		3		6
Pre-tax (losses) earnings before fixed charges		(496	)		1,011		332		97		43
Fixed Charges:
Interest expense		149			126		—		—		—
Other(3)		1			3		3		6		3
Fixed charges		150			129		3		6		3
Preference security dividend requirements		—			—		—		—		—
Total fixed charges		150			129		3		6		3
Ratio of (losses) earnings to fixed charges(4)		N/A			7.84		110.67		16.17		14.33

(1) Pre-tax income from continuing operations excludes income from associates.

(2) Includes non-cash impairment charges of $1,590 million for year ended December 31, 2008.

(3) Other fixed charges consist of the interest factor in capital and operating leases.

(4) Due to the loss in 2008, earnings were insufficient to cover fixed charges by $646 million.

EX-21

Exhibit 21

NYSE EURONEXT

SUBSIDIARIES AND AFFILIATES

Name	State/Jurisdiction of Incorporation
NYSE Group, Inc.1	Delaware
New York Stock Exchange LLC2	New York
NYSE Market, Inc.3	Delaware
NYSE Regulation, Inc.3	New York
Stock Clearing Corporation3	New York
Securities Industry Automation Corporation3	New York
NYSE TransactTools, Inc.4	New York
Archipelago Holdings, Inc.2	Delaware
Archipelago Trading Services, Inc.5	Florida
Archipelago Direct, L.L.C.5	Delaware
NYSE Liffe LLC6	Delaware
NYSE Liffe Holdings LLC1	Delaware
NYSE Arca, L.L.C.5	Delaware
Archipelago Market Data Services, L.L.C.5	Delaware
Archipelago Securities, L.L.C.5	Delaware
NYSE Arca Holdings, Inc.5	Delaware
NYSE Arca, Inc.7	Delaware
NYSE Arca Equities, Inc.8	Delaware
NYSE Technologies, Inc.2	Delaware
FINRA/NYSE Trade Reporting Facility LLC9	Delaware
Wombat Financial Software, Inc.10	Delaware
Harco Technology Ltd.11	England
Wombat Financial Software Europe Limited11	Northern Ireland
NYSE Alternext US LLC2	Delaware
Amex ETF Services LLC12	Delaware
American Stock Exchange Clearing LLC12	Delaware
PDR Services LLC12	Delaware
Amex Asset LLC12	Delaware
Amex Commodities LLC12	Delaware
Amex International LLC12	Delaware
American Stock Exchange Realty Associates LLC12	Delaware
Amex Realty Manager, Inc.13	Delaware
Amex Realty Borrower, LLC14	Delaware
NYSE Euronext (International) B.V.1	Netherlands
NYSE Euronext (Holding) N.V.15	Netherlands
Euronext N.V.16	Netherlands
Euronext Amsterdam N.V.17	Netherlands
Euronext France (Holding) S.A.S.17	France
Euronext Brussels S.A./N.V.18	Belgium
Euronext Lisbon—Sociedade Gestora de Mercados Regulamentados, S.A.17	Portugal
Euronext IFCS BVBA17	Belgium
Euronext Paris S.A.19	France
BlueNext S.A.20	France
Euronext Holdings U.K. Limited.17	United Kingdom
Euronext U.K. Limited.22	United Kingdom

Name	State/Jurisdiction of Incorporation
TransactTools Limited.22	United Kingdom
Archipelago Europe, Limited.22	United Kingdom
Euronext Indices B.V.23	Netherlands
Euronext Amsterdam International B.V.23	Netherlands
Euronext Amsterdam Clearing & Depository N.V.23	Netherlands
Euronext Amsterdam Intermediary B.V.24	Netherlands
Euronext Real Estate S.A./N.V.25	Belgium
Interbolsa—Sociedade Gestora de Sistemas de Liquidaçao e de Sistemas Centralizados de Valores Mobilarios, S.A.26	Portugal
S.E.P.B. S.A.19	France
La Financière Événement19	France
Euronext London Limited21	United Kingdom
LIFFE (Holdings) plc27	United Kingdom
The London Commodity Exchange (1986) Limited28	United Kingdom
Swapsconnect Limited28	United Kingdom
CScreen Ltd28	United Kingdom
LIFFE Ventures Inc.28	Delaware
LIFFE Ventures II Inc.28	Delaware
Secfinex Limited29	United Kingdom
NQLX LLC30	Delaware
LIFFE Futures plc28	United Kingdom
The London Futures and Options Exchange Limited28	United Kingdom
LIFFE (Nominees) Limited28	United Kingdom
LIFFE USA Limited28	United Kingdom
LIFFE Development Limited28	United Kingdom
LIFFE Services Limited28	United Kingdom
The Baltic Futures Exchange28	United Kingdom
B.F.E. Debenture Company No.1 Limited28	United Kingdom
LIFFE Options plc28	United Kingdom
LIFFE Limited28	United Kingdom
LIFFE Trustees Limited28	United Kingdom
London Traded Options Market Limited28	United Kingdom
LIFFE Administration & Management28	United Kingdom
Hugin Group B.V.19	Netherlands
Hugin SAS31	France
Hugin AS31	Norway
Hugin Norge AS32	Norway
Hugin Online A/S32	Denmark
Hugin ForetaksFakta AB32	Sweden
Hugin Investor Relations Services OY32	Finland
Hugin AG32	Switzerland
Hugin IR Services Deutschland GmbH32	Germany
Hugin (U.K.) Ltd.32	United Kingdom
Hugin IR Services B.V.32	Netherlands
Hugin Germany AG32	Germany
Imperium Centre Limited33	United Kingdom
Smartpool Holdings Limited34	United Kingdom
Smartpool Trading Limited35	United Kingdom
NYSE Euronext Technology Holding S.A.S.19	France
Atos Euronext Market Solutions Inc.36	New York
NYSE Technologies IPR Limited36	United Kingdom

Name	State/Jurisdiction of Incorporation
NYSE Technologies Limited36	United Kingdom
NYSE Euronext Technology S.A.S.36	France
NYSE Euronext Technology Connect B.V.36	Netherlands
NYSE Euronext Technology S.A./N.V.36	Belgium
Prime Source (NYSE Euronext) Limited28	United Kingdom
NYSE IP LLC	Delaware
Wall and Broad Insurance Company1	New York

¹ Wholly owned subsidiary of NYSE Euronext

² Wholly owned subsidiary of NYSE Group, Inc.

³ Wholly owned subsidiary of New York Stock Exchange LLC

⁴ Wholly owned subsidiary of Securities Industry Automation Corporation

⁵ Wholly owned subsidiary of Archipelago Holdings, Inc.

⁶ Wholly owned subsidiary of NYSE LIFFE Holdings LLC.

⁷ Wholly owned subsidiary of NYSE Arca Holdings, Inc.

⁸ Wholly owned subsidiary of NYSE Arca, Inc.

⁹ Wholly owned subsidiary of NYSE Market, Inc.

¹⁰ Wholly owned subsidiary of NYSE Technologies, Inc.

¹¹ Wholly owned subsidiary of Wombat Financial Software, Inc.

¹² Wholly owned subsidiary of NYSE Alternext US LLC

¹³ Wholly owned subsidiary of American Stock Exchange Realty Associates LLC

¹⁴ 99.99% owned by American Stock Exchange Realty Associates LLC and 0.01% owned by Amex Realty Manager, Inc.

¹⁵ Wholly owned subsidiary of NYSE Euronext (International) B.V.

¹⁶ 99.35% owned subsidiary of NYSE Euronext (Holding) N.V.; 0.62% owned by Euronext Paris S.A.; 0.03% owned by Euronext N.V.

¹⁷ Wholly owned subsidiary of Euronext N.V.

¹⁸ 80% owned subsidiary of Euronext N.V.; 19% owned subsidiary of Euronext Paris S.A.; 1% owned subsidiary of Euronext Lisbon—Sociedade Gestora de Mercados Regulamentados, S.A.

¹⁹ Wholly owned subsidiary of Euronext France S.A.S.

²⁰ 60% owned by Euronext Paris S.A.

²¹ Wholly owned subsidiary of Euronext Paris S.A.

²² Wholly owned subsidiary of Euronext Holdings U.K. Ltd.

²³ Wholly owned subsidiary of Euronext Amsterdam N.V.

²⁴ Wholly owned subsidiary of Euronext Amsterdam Clearing and Depository N.V.

²⁵ 99.84% owned subsidiary of Euronext Brussels S.A./N.V. and 0.16% are owned by Euronext Paris S.A.

²⁶ Wholly owned subsidiary of Euronext Lisbon—Sociedade Gestora de Mercados Regulamentados, S.A.

²⁷ Wholly owned subsidiary of Euronext U.K. Ltd.

²⁸ Wholly owned subsidiary of LIFFE (Holdings) plc

²⁹ 56.51% owned by LIFFE (Holdings) plc

³⁰ 98% owned subsidiary of LIFFE Ventures Inc.; 2% owned subsidiary of LIFFE Ventures II Inc.

³¹ Wholly owned subsidiary of Hugin Group B.V.

³² Wholly owned subsidiary of Hugin AS

³³ Wholly owned subsidiary of Euronext Holdings U.K. Ltd

³⁴ 72.83% owned by Euronext Holdings U.K. Ltd

³⁵ Wholly owned subsidiary of SmartPool Holding Limited

³⁶ Wholly owned subsidiary of NYSE Euronext Technology Holding S.A.S.

EX-23

Exhibit 23

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 333-141869) of NYSE Euronext and the Registration Statement on Form S-3 (No. 333-150991) of NYSE Euronext of our report dated February 26, 2009 relating to the financial statements and the effectiveness of internal control over financial reporting, which appears in this Annual Report on Form 10-K.

/s/    PricewaterhouseCoopers LLP

New York, New York

February 27, 2009

EX-31.1

Exhibit 31.1

NYSE Euronext

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a), AS AMENDED

I, Duncan L. Niederauer, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2008 of NYSE Euronext;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 27, 2009

/s/    DUNCAN L. NIEDERAUER

Duncan L. Niederauer

Chief Executive Officer

NYSE Euronext

EX-31.2

Exhibit 31.2

NYSE Euronext

CERTIFICATION OF CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a), AS AMENDED

I, Michael S. Geltzeiler, certify that:

1. I have reviewed this Annual Report on Form 10-K for the year ended December 31, 2008 of NYSE Euronext;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: February 27, 2009

/s/    MICHAEL S. GELTZEILER

Michael S. Geltzeiler

Chief Financial Officer

NYSE Euronext

EX-32

Exhibit 32

Statement Required by 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

Pursuant to 18 U.S.C. §1350, each undersigned officer of NYSE Euronext (the “Company”) hereby certifies that, to such officer’s knowledge, the Company’s Annual Report on Form 10-K for the year ended December 31, 2008 (the “Report”), fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: February 27, 2009

/S/    DUNCAN L. NIEDERAUER

Duncan L. Niederauer

Chief Executive Officer

NYSE Euronext

Date: February 27, 2009

/S/    MICHAEL S. GELTZEILER

Michael S. Geltzeiler

Chief Financial Officer

NYSE Euronext

The foregoing certification is being furnished solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Report or as a separate disclosure document.