X0202 4 2005-03-31 0001107389 ARCHIPELAGO HOLDINGS INC AX 0001299914 Chai Nelson 100 SOUTH WACKER DRIVE, SUITE 1800 C/O ARCHIPELAGO HOLDINGS, INC. CHICAGO IL 60606 0 1 0 0 Chief Financial Officer Restricted Stock Units 0 2005-03-31 2005-03-31 4 A 0 4662 0 A Common Stock 4662 D Granted under the Archipelago Holdings, Inc. 2004 Stock Incentive Plan. Each RSU represents a right to receive one share of the Issuer's Common Stock upon vesting, or cash equal to the fair market value thereof. The number of RSUs awarded to the Reporting Person was determined by dividing the sum of the total dollar value of compensation granted to the Reporting Person by $17.70 (the closing price of the issuer's common stock on the Arca Exchange on March 31, 2005). The RSUs are service-based and will vest on in four installments, each occurring on the anniversary of the date of grant (beginning on the first anniversary), in the amount of 10%, 20%, 30% and 40% respectively, subject to the Reporting Person's continued employment with the Company. Generally, unvested units will be cancelled upon the Reporting Person's resignation from or other termination of employment with the Company. by Cynthia A. Lance under Power of Attorney for Nelson J. Chai 2005-04-04