UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
þ
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2013
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM                      TO                     .
COMMISSION FILE NUMBER 001-33392
NYSE Euronext
(Exact name of registrant as specified in its charter)
DELAWARE        
(State or other jurisdiction of        
incorporation or organization)        
 
    20-5110848
    (I.R.S. Employer
    Identification Number)
11 Wall Street
New York, New York 10005
(Address of principal executive offices) (Zip Code)
(212) 656-3000
Registrant’s Telephone Number, Including Area Code
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 þ  No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes þ  No ¨
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 the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer þ
 
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 þ
As of May 3, 2013, the registrant had approximately 243 million shares of common stock, $0.01 par value per share, outstanding.

 




CERTAIN TERMS
In this Quarterly Report on Form 10-Q, “NYSE Euronext,” “we,” “us,” and “our” refer to NYSE Euronext, a Delaware corporation, and its subsidiaries, except where the context requires otherwise.
“Archipelago®,” “Archipelago Exchange®,” “Euronext® ,” “NYSE ® ,” "NYSE BlueTM," “NYSE Liffe ® ,” “Pacific Exchange ®” and “SFTI® ,” among others, are trademarks or service marks of NYSE Euronext or its licensees or licensors with all rights reserved.
“FINRA®” is a trademark of the Financial Industry Regulatory Authority (“FINRA”) with all rights reserved, and is used under license from FINRA.
All other trademarks and service marks used herein are the property of their respective owners.
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 (the "Merger"), and (2) after completion of the Merger, New York Stock Exchange LLC, a New York limited liability company, and, where the context 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 MKT” refers to NYSE MKT LLC, a Delaware limited liability company (formerly known as the American Stock Exchange LLC or NYSE Amex LLC). NYSE MKT LLC is registered with the SEC under the Exchange Act as a national securities exchange.

2



FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q 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 “Risk Factors” in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012, and any additional risks and uncertainties described in our subsequent Quarterly Reports on Form 10-Q.
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 statement.
Although we believe the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee our 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;
potential growth opportunities available to us;
the risks associated with potential acquisitions, alliances or combinations, including Intercontinental Exchange, Inc.'s announced acquisition of us;
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.

3




Item 1. Financial Statements

NYSE EURONEXT
CONDENSED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In millions, except per share data)
(Unaudited)
 
March 31,
2013
 
December 31,
2012
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
$
494

 
$
337

Financial investments
33

 
43

Accounts receivable, net
447

 
405

Deferred income taxes
66

 
67

Other current assets
133

 
156

Total current assets
1,173

 
1,008

Property and equipment, net
906

 
948

Goodwill
4,011

 
4,163

Other intangible assets, net
5,548

 
5,783

Deferred income taxes
73

 
74

Other assets
567

 
580

Total assets
$
12,278

 
$
12,556

Liabilities and equity
 
 
 
Current liabilities:
 
 
 
Accounts payable and accrued expenses
$
611

 
$
725

Section 31 fees payable
76

 
99

Deferred revenue
396

 
138

Short term debt
478

 
454

Total current liabilities
1,561

 
1,416

Long term debt
2,021

 
2,055

Deferred income taxes
1,403

 
1,435

Accrued employee benefits
588

 
602

Deferred revenue
365

 
378

Other liabilities
25

 
27

Total liabilities
5,963

 
5,913

Commitments and contingencies

 

Redeemable noncontrolling interest
357

 
274

Equity
 
 
 
NYSE Euronext stockholders’ equity:
 
 
 
Common stock, $0.01 par value, 800 shares authorized; 279 and 278 shares issued; 243 and 242 shares outstanding
3

 
3

Common stock held in treasury, at cost; 36 shares, respectively
(968
)
 
(968
)
Additional paid-in capital
7,862

 
7,939

Retained earnings
622

 
569

Accumulated other comprehensive loss
(1,583
)
 
(1,198
)
Total NYSE Euronext stockholders’ equity
5,936

 
6,345

Noncontrolling interest
22

 
24

Total equity
5,958

 
6,369

Total liabilities and equity
$
12,278

 
$
12,556

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

4



NYSE EURONEXT
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In millions, except per share data)
(Unaudited)
 
Three months ended March 31,
 
 
2013
 
2012
 
Revenues
 
 
 
 
Transaction and clearing fees
$
634

 
$
609

 
Market data
83

 
91

 
Listing
110

 
110

 
Technology services
80

 
86

 
Other revenues
56

 
56

 
Total revenues
963

 
952

 
Transaction-based expenses:
 
 
 
 
Section 31 fees
75

 
66

 
Liquidity payments, routing and clearing
288

 
285

 
Total revenues, less transaction-based expenses
600

 
601

 
Other operating expenses:
 
 
 
 
Compensation
161

 
160

 
Depreciation and amortization
62

 
66

 
Systems and communications
43

 
45

 
Professional services
69

 
73

 
Selling, general and administrative
55

 
61

 
Merger expenses and exit costs
8

 
31

 
Total other operating expenses
398

 
436

 
Operating income
202

 
165

 
Interest expense
(28
)
 
(29
)
 
Investment income
1

 
1

 
Loss from associates
(2
)
 
(1
)
 
Other income (loss)
(1
)
 

 
Income before income taxes
172

 
136

 
Income tax provision
(41
)
 
(45
)
 
Net income
131

 
91

 
Net (income) loss attributable to noncontrolling interest
(5
)
 
(4
)
 
Net income attributable to NYSE Euronext
$
126

 
$
87

 
Basic earnings per share attributable to NYSE Euronext
$
0.52

 
$
0.34

 
Diluted earnings per share attributable to NYSE Euronext
$
0.52

 
$
0.34

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

5



NYSE EURONEXT
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In millions)
(Unaudited)
 
Three months ended March 31,
 
 
2013
 
2012
 
Net income
$
131

 
$
91

 
Foreign currency translation, after impact of net investment hedge gain (loss) of $(1) and $(2) and taxes of $0 and $1, respectively
(365
)
 
210

 
Reclassification adjustment for realized (gains) losses (1)
1

 

 
Change in market value adjustments of available-for-sale securities, net of taxes of $8 and $(6), respectively
(20
)
 
13

 
Employee benefit plan adjustments:
 
 
 
 
Net (losses) gains, net of taxes of $0 and $(2), respectively
4

 
6

 
Reclassification adjustments related to amortization (2)
(5
)
 
(4
)
 
Total comprehensive (loss) income
(254
)
 
316

 
Less: comprehensive (income) loss attributable to noncontrolling interest
(5
)
 
(4
)
 
Comprehensive (loss) income attributable to NYSE Euronext
$
(259
)
 
$
312

 
 
 
 
 
 
(1) Reclassified into Other income (loss)
 
 
 
 
(2) Reclassified into Compensation
 
 
 
 
The accompanying notes are an integral part of these condensed consolidated financial statements.

6



NYSE EURONEXT
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In millions)
(Unaudited)
 
Three Months Ended March 31,
 
2013
 
2012
Cash flows from operating activities:
 
 
 
Net income
$
131

 
$
91

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
Depreciation and amortization
64

 
66

Deferred income taxes
(7
)
 
77

Deferred revenue amortization
(25
)
 
(23
)
Stock-based compensation
19

 
13

Other non-cash items
(1
)
 
1

Change in operating assets and liabilities:
 
 
 
Accounts receivable, net
(46
)
 
(27
)
Other assets
(20
)
 
(35
)
Accounts payable, accrued expenses, and Section 31 fees payable
(66
)
 
(217
)
Deferred revenue
276

 
286

Accrued employee benefits
(27
)
 
(32
)
Net cash provided by operating activities
298

 
200

Cash flows from investing activities:
 
 
 
Sales of short term financial investments
199

 
272

Purchases of short term financial investments
(188
)
 
(267
)
Purchases of equity investments and businesses, net of cash acquired
(1
)
 
(28
)
Purchases of property and equipment
(27
)
 
(43
)
Other investing activities

 
25

Net cash used in investing activities
(17
)
 
(41
)
Cash flows from financing activities:
 
 
 
Commercial paper borrowings (repayments), net

 

Dividends to shareholders
(73
)
 
(77
)
Purchases of treasury stock

 
(127
)
Employee stock transactions and other
(9
)
 
(11
)
Net cash used in financing activities
(82
)
 
(215
)
Effects of exchange rate changes on cash and cash equivalents
(42
)
 
29

Net increase (decrease) in cash and cash equivalents for the period
157

 
(27
)
Cash and cash equivalents at beginning of period
337

 
396

Cash and cash equivalents at end of period
$
494

 
$
369

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

7



NYSE EURONEXT
Notes to Condensed Consolidated Financial Statements
Note 1—Organization and Basis of Presentation
Organization
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 MKT LLC (“NYSE MKT”) in the United States and the European-based exchanges that comprise Euronext N.V. (“Euronext”)—the London, Paris, Amsterdam, Brussels and Lisbon stock exchanges, as well as the derivatives markets in London, Paris, Amsterdam, Brussels and Lisbon (collectively, “NYSE Liffe”) and the United States futures market, NYSE Liffe US, LLC (“NYSE Liffe US”). NYSE Euronext is a global markets operator and provider of securities listing, trading, market data products, and software and technology services. We also provide critical technology infrastructure around the world to our clients and exchange partners including co-location services, connectivity, trading platforms and market data content and 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.”
Basis of Presentation
The accompanying condensed unaudited consolidated financial statements include the accounts of NYSE Euronext and its subsidiaries.
The accompanying condensed unaudited consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”) and reflect all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair statement of the results for the period. All material intercompany accounts and transactions have been eliminated in consolidation. Certain information and footnote disclosures normally required in financial statements under U.S. GAAP have been condensed or omitted; however, management believes that the disclosures are adequate to make the information presented not misleading.
The preparation of these condensed unaudited consolidated financial statements, in conformity with U.S. GAAP, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could be materially different from these estimates. Certain prior period amounts have been reclassified to conform to the current period’s presentation.
The condensed consolidated financial statements are unaudited and should be read in conjunction with the audited financial statements of NYSE Euronext as of and for the year ended December 31, 2012. Operating results for the three months ended March 31, 2013 are not necessarily indicative of the results that may be expected for the year ending December 31, 2013.
Note 2—Strategic Investments and Divestitures
Business Combination

On December 20, 2012, NYSE Euronext announced a definitive agreement for Intercontinental Exchange Group ("ICE") to acquire NYSE Euronext in a stock-and-cash transaction. The acquisition combines two leading exchange groups to create a premier global exchange operator diversified across markets including agricultural and energy commodities, credit derivatives, equities and equity derivatives, foreign exchange and interest rates.

Under the terms of the agreement, which was unanimously approved by the Boards of both companies, the transaction is currently valued at $38.43 per NYSE Euronext share, or a total of approximately $9.5 billion, based on the closing price of ICE's stock on April 26, 2013. NYSE Euronext shareholders will have the option to elect to receive consideration per NYSE Euronext share of (i) $33.12 in cash, (ii) 0.2581 ICE common shares or (iii) a mix of $11.27 in cash plus 0.1703 ICE common shares, subject to a maximum cash consideration of approximately $2.7 billion and a maximum aggregate number of ICE common shares of approximately 42.4 million. The overall mix of the $9.5 billion of merger consideration being paid by ICE is approximately 71% shares and 29% cash. Subject to regulatory approvals, the transaction is expected to close in the second half of 2013.
Qatar
On June 19, 2009, NYSE Euronext entered into a strategic partnership with the State of Qatar to establish the Qatar Exchange, the successor to the Doha Securities Market. Under the terms of the partnership, the Qatar Exchange is adopting the latest NYSE Euronext trading and network technologies. We are providing certain management services to the Qatar Exchange at negotiated rates.
In 2009, NYSE Euronext agreed to contribute $200 million in cash to acquire a 20% ownership interest in the Qatar Exchange, $40 million of which was paid upon closing on June 19, 2009, with two additional $40 million payments made in June 2010 and June 2011. The agreement required the remaining $80 million to be paid in two equal installments annually in June 2012 and June 2013.

In September 2012, NYSE Euronext and the State of Qatar reached an agreement to reduce NYSE Euronext's ownership in the Qatar Exchange in consideration of the termination of the remaining two $40 million installment payments. As of March 31, 2013, NYSE Euronext owned 12% of the Qatar Exchange.
Corpedia
On June 22, 2012, NYSE Euronext completed the acquisition of Corpedia, a U.S.-based provider of ethics and compliance e-learning and consultative services.

8



Fixnetix
On March 7, 2012, NYSE Euronext acquired approximately 25% of the outstanding shares of Fixnetix Limited, a U.K.-based service provider of ultra-low latency data provision, co-location, trading services and risk controls for more than 50 markets worldwide.

Other Transactions

NYSE Blue 

On February 18, 2011, we formed NYSE Blue through the combination of APX, Inc. and our 60% stake in BlueNext SA (“BlueNext”), with NYSE Euronext as the majority owner of NYSE Blue. In 2011, NYSE Euronext incurred a $42 million charge in connection with BlueNext's settlement of a tax matter with the French tax authorities of which 40%, or $17 million, was contributed by Caisse des Dépôts ("CDC"). On April 5, 2012, NYSE Blue was unwound, resulting in NYSE Euronext taking back ownership of its 60% stake in BlueNext and relinquishing its interest in APX, Inc.

Prior to the completion of this unwind, NYSE Euronext consolidated the results of operations and financial condition of NYSE Blue (which included the results of BlueNext and APX, Inc.). Following this unwind, NYSE Euronext only consolidated the results of operations and financial condition of BlueNext.

In October 2012, NYSE Euronext and CDC Climat, a subsidiary of CDC, who own 60% and 40% of BlueNext, respectively, voted in favor of the closure of this entity. Operations of BlueNext have ceased as of December 5, 2012. The impact of these transactions was not material to the condensed consolidated financial statements.
NYSE Amex Options
On June 29, 2011, NYSE Euronext completed the sale of a significant equity interest in NYSE Amex Options, one of our two U.S. options exchanges, to seven external investors, Bank of America Merrill Lynch, Barclays Capital, Citadel Securities, Citi, Goldman Sachs, TD AMERITRADE and UBS. NYSE Euronext remains the largest shareholder in the entity and manages the day-to-day operations of NYSE Amex Options, which operates under the supervision of a separate board of directors and a dedicated chief executive officer. NYSE Euronext consolidates this entity for financial reporting purposes.
As part of the agreement, the external investors have received an equity instrument which is tied to their individual contribution to the options exchange’s success. Under the terms of the agreement, the external investors have the option to require NYSE Euronext to repurchase a portion of the instrument on an annual basis over the course of five years starting in 2011. The amount NYSE Euronext is required to purchase under this arrangement is capped each year at between 5% and 15% of the total outstanding shares of NYSE Amex Options. NYSE Euronext recognized the full redemption value, i.e. fair value, of this instrument as mezzanine equity and classified the related balance as “Redeemable noncontrolling interest” in the condensed consolidated statement of financial condition as of March 31, 2013. Subsequent to March 31, 2013, the external investors put approximately 10% of the total outstanding shares of NYSE Amex Options back to NYSE Euronext.

LCH.Clearnet / ICE Clear Europe Limited

Our U.K. regulated derivatives subsidiary, the London Market of NYSE Liffe (for the purposes of this paragraph, "NYSE Liffe"), took full responsibility for clearing activities in our U.K. derivatives market on July 30, 2009. As a result, NYSE Liffe became the central counterparty for contracts entered into by its clearing members on the NYSE Liffe market and outsources certain services to LCH.Clearnet through the NYSE Liffe Clearing arrangement. NYSE Liffe has 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, which could result in bankruptcy and failure. NYSE Liffe offsets its credit exposure through arrangements with LCH.Clearnet in which LCH.Clearnet provides clearing guarantee backing and related risk functions to NYSE Liffe, and under which LCH.Clearnet is responsible for any defaulting member positions and for applying its resources to the resolution of such a default. In addition, NYSE Liffe maintains 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.

ICE Clear Europe Limited (“ICE Clear”), a company incorporated under the laws of England and Wales and an affiliate of ICE, entered into a Clearing and Financial Intermediary Services Agreement, dated December 20, 2012, with LIFFE Administration and Management (“LIFFE”), an affiliate of NYSE Euronext (the “Agreement”), pursuant to which ICE Clear will provide LIFFE central counterparty clearing services and LIFFE will provide ICE Clear certain financial intermediary services.

Under the terms and subject to the conditions of the Agreement, LIFFE will appoint ICE Clear as the exclusive provider of central counterparty clearing services for all existing LIFFE derivatives products, with such clearing services expected to commence on July 1, 2013, subject to receipt of applicable required regulatory approvals and other conditions. In addition, ICE Clear will appoint LIFFE to provide financial intermediary services in respect of trades in existing LIFFE products. If the commencement of clearing services occurs after July 1, 2013 and such delay is attributable to ICE Clear or to certain other factors, including failure to obtain specified regulatory approvals, ICE Clear may be required to pay certain fees to LIFFE. The ICE Clear arrangement shall assume responsibility for clearing from NYSE Liffe Clearing.

On January 28, 2013, LCH.Clearnet SA, the Paris-based clearing house of LCH.Clearnet Group, and affiliates of NYSE Euronext executed a six year clearing contract with respect to NYSE Euronext's continential European cash equity markets. The agreement will run through 2018. The new contract replaces the existing contract that was due to end on December 31, 2013 for cash equity transactions. The contract, among other things, enables LCH.Clearnet SA to further reduce clearing fees for clearing members. Fees went from €0.05 under the prior contract to €0.04 under the new contract for blue chip stocks.

9


Note 3—Restructuring
As a result of streamlining certain business processes, NYSE Euronext has launched various severance plans in the U.S. and Europe. The following is a summary of the severance charges recognized in connection with these plans, utilization of the accrual through March 31, 2013 and the remaining accrual as of March 31, 2013 (in millions):
 
Derivatives
 
Cash Trading
and Listings
 
Information Services
and  Technology
Solutions
 
Corporate/
Eliminations
 
Total  
Balance as of December 31, 2012
$
1

 
$
9

 
$
3

 
$
1

 
$
14

Employee severance and related benefits
3

 
2

 
2

 

 
7

Severance and benefit payments
(3
)
 
(4
)
 
(1
)
 

 
(8
)
Balance as of March 31, 2013
$
1

 
$
7

 
$
4

 
$
1

 
$
13

The severance charges are included in merger expenses and exit costs in the condensed consolidated statements of operations. Based on current severance dates and the accrued severance at March 31, 2013, NYSE Euronext expects to pay these amounts throughout 2013 and into 2014.
Note 4—Segment Reporting
NYSE Euronext operates under three reportable segments: Derivatives, Cash Trading and Listings, and Information Services and Technology Solutions. We evaluate the performance of our operating segments based on revenue and operating income. We have aggregated all of our corporate costs, including the costs of operating as a public company, within “Corporate/ Eliminations.”
The following is a description of our reportable segments:
Derivatives consist of the following in NYSE Euronext’s global businesses:
 
providing access to trade execution in derivatives products, options and futures;
providing certain clearing services for derivative products; and
selling and distributing market data and related information.
Cash Trading and Listings consist of the following in NYSE Euronext’s global businesses:
 
providing access to trade execution in cash trading;
providing settlement of transactions in certain European markets;
obtaining new listings and servicing existing listings;
selling and distributing market data and related information; and
providing regulatory services.
Information Services and Technology Solutions consist of the following in NYSE Euronext’s global businesses:
 
operating sellside and buyside connectivity networks for our markets and for other major market centers and market participants in the United States, Europe and Asia;
providing trading and information technology software and solutions;
selling and distributing market data and related information to data subscribers for proprietary data products; and
providing multi-asset managed services and expert consultancy to exchanges and liquidity centers.
Summarized financial data of our reportable segments is as follows (in millions):
Three months ended March 31,
Derivatives  
 
Cash Trading and Listings    
 
Information Services and
Technology Solutions
 
Corporate/
 Eliminations 
 
Total      
2013
 
 
 
 
 
 
 
 
 
Revenues
$
293

 
$
558

 
$
112

 
$

 
$
963

Operating income (loss)
102

 
110

 
22

 
(32
)
 
202

2012
 
 
 
 
 
 
 
 
 
Revenues
$
229

 
$
602

 
$
121

 
$

 
$
952

Operating income (loss)
78

 
113

 
22

 
(48
)
 
165

 
 
 
 
 
 
 
 
 
 

10



Note 5—Earnings and Dividend Per Share
The following is a reconciliation of the basic and diluted earnings per share computations (in millions, except per share data):
 
Three months ended March 31,
 
 
2013
 
2012
 
Net income
$
131

 
$
91

 
Net (income) loss attributable to noncontrolling interest
(5
)
 
(4
)
 
Net income attributable to NYSE Euronext
$
126

 
$
87

 
 
 
 
 
 
Shares of common stock and common stock equivalents: Weighted average shares used in basic computation
243

 
258

 
Dilutive effect of: Employee stock options and restricted stock units
1

 
1

 
Weighted average shares used in diluted computation
244

 
259

 
 
 
 
 
 
Basic earnings per share attributable to NYSE Euronext
$
0.52

 
$
0.34

 
Diluted earnings per share attributable to NYSE Euronext
$
0.52

 
$
0.34

 
Dividends per common share
$
0.30

 
$
0.30

 
As of March 31, 2013 and 2012, 0.2 million and 4.8 million restricted stock units, respectively, and options to purchase zero and 0.2 million shares of common stock, respectively, were outstanding. For the three months ended March 31, 2013, there were no anti-dilutive securities in our diluted earnings per share computation. For the three months ended March 31, 2012, there were 0.2 million awards excluded from the diluted earnings per share computation because their effect would have been anti-dilutive.
As of March 31, 2013, 3.9 million restricted stock units were classified as liability-settled awards. Liability-settled awards are fair valued for each reporting period which resulted in a $10 million pre-tax stock-based compensation charge for the three months ended March 31, 2013 in connection with the increase in our stock price during the quarterly period. Following shareholders' approval of the amended stock incentive plan on April 25, 2013, these outstanding restricted stock unit awards will be treated as equity-settled awards.

Note 6—Pension and Other Benefit Programs
The components of net periodic (benefit) expense are set forth below (in millions):
 
Pension Plans
 
SERP Plans
 
Postretirement
Benefit Plans
Three months ended March 31,
2013
 
2012
 
2013
 
2012
 
2013
 
2012
Service cost
$
1

 
$
1

 
$

 
$

 
$

 
$

Interest cost
10

 
11

 
1

 
1

 
2

 
2

Expected return on assets
(15
)
 
(13
)
 

 

 

 

Actuarial loss
4

 
3

 

 

 
1

 
1

Net periodic cost
$

 
$
2

 
$
1

 
$
1

 
$
3

 
$
3

 
During the three months ended March 31, 2013 and 2012, NYSE Euronext contributed $13 million and $16 million, respectively, to its pension plans. Based on current actuarial assumptions, NYSE Euronext anticipates funding an additional $23 million to its pension plans during 2013.
Note 7—Goodwill and Other Intangible Assets
The change in the net carrying amount of goodwill by reportable segments was as follows (in millions):
 
Derivatives
 
Cash Trading
and Listings
 
Information Services and
Technology Solutions
 
Total    
Balance as of January 1, 2013
$
2,313

 
$
1,476

 
$
374

 
$
4,163

Acquisitions

 

 

 

Currency translation and other
(126
)
 
(22
)
 
(4
)
 
(152
)
Balance as of March 31, 2013
$
2,187

 
$
1,454

 
$
370

 
$
4,011

The following table presents the details of the intangible assets as of March 31, 2013 and December 31, 2012 (in millions):
Balance as of March 31, 2013
Assigned
value
 
Accumulated
amortization
 
Useful Life (in years)
National securities exchange registrations
$
4,851

 
$

 
Indefinite
Customer relationships
841

 
271

 
7 to 20 
Trade names and other
185

 
58

 
7 to 20 
Other intangible assets
$
5,877

 
$
329

 
 
 

11


Balance as of December 31, 2012
Assigned
value
 
Accumulated
amortization
 
Useful Life (in years)
National securities exchange registrations
$
5,042

 
$

 
Indefinite
Customer relationships
876

 
269

 
7 to 20 
Trade names and other
191

 
57

 
7 to 20 
Other intangible assets
$
6,109

 
$
326

 
 
For the three months ended March 31, 2013 and 2012, amortization expense for the intangible assets was approximately $15 million in each period.
The estimated future amortization expense of acquired purchased intangible assets as of March 31, 2013 was as follows (in millions):
Year ending December 31,
 
Remainder of 2013 (from April 1st through December 31st)
$
43

2014
58

2015
58

2016
58

2017
58

Thereafter
422

Total
$
697


Note 8—Fair Value of Financial Instruments
NYSE Euronext accounts for certain financial instruments at fair value in accordance with the Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification. The Fair Value Measurements and Disclosures Topic 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 the Fair Value Measurements and Disclosures Topic, 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 nor 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 fair value 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.
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 March 31, 2013 and December 31, 2012 (in millions):
 
As of March 31, 2013
 
Level 1    
 
Level 2    
 
Level 3    
 
Total    
Financial Investments
 
 
 
 
 
 
 
Mutual Funds (SERP/SESP)(1)
$
30

 
$

 
$

 
$
30

Foreign exchange derivative contracts

 
3

 

 
3

Total Financial investments
$
30

 
$
3

 
$

 
$
33

Other assets
 
 
 
 
 
 
 
Equity investments(2)
37

 

 

 
37

Liabilities
 
 
 
 
 
 
 
Foreign exchange derivative contracts
$

 
$
3

 
$

 
$
3


12


 
As of December 31, 2012
 
Level 1    
 
Level 2    
 
Level 3    
 
Total    
Financial Investments
 
 
 
 
 
 
 
Mutual Funds (SERP/SESP)(1)
$
41

 
$

 
$

 
$
41

Foreign exchange derivative contracts

 
2

 

 
2

Total Financial investments
$
41

 
$
2

 
$

 
$
43

Other assets
 
 
 
 
 
 
 
Equity investments(2)
$
66

 
$

 
$

 
$
66

Liabilities
 
 
 
 
 
 
 
Foreign exchange derivative contracts
$

 
$
3

 
$

 
$
3

(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) 
Equity investments represent our investment in Multi Commodity Exchange (“MCX”) of India, which has been recorded at fair value using its quoted market price.

The fair value of our long-term debt instruments, categorized as Level 2, was approximately $2.2 billion as of March 31, 2013. The carrying value of all other financial assets and liabilities approximates fair value.
Note 9—Derivatives and Hedges
NYSE Euronext may use derivative instruments to hedge financial risks related to its financial position or risks that are otherwise incurred in the normal course of its operations. NYSE Euronext does not use derivative instruments for speculative purposes and enters into derivative instruments only with counterparties that meet high creditworthiness and rating standards. NYSE Euronext records derivatives and hedges in accordance with Subtopic 65 in the Derivatives and Hedging Topic of the FASB Accounting Standards Codification.
NYSE Euronext records all derivative instruments at fair value on the condensed consolidated statement of financial condition. Certain derivative instruments are designated as hedging instruments under fair value hedging relationships, cash flow hedging relationships or net investment hedging relationships. Other derivative instruments remain undesignated. The details of each designated hedging relationship are formally documented at the inception of the relationship, including the risk management objective, hedging strategy, hedged item, specific risks being hedged, derivative instrument, how effectiveness is being assessed and how ineffectiveness, if any, will be measured. The hedging instrument must be highly effective in offsetting the changes in cash flows or fair value of the hedged item and the effectiveness is evaluated quarterly on a retrospective and prospective basis.
The following presents the aggregated notional amount and the fair value of NYSE Euronext’s derivative instruments reported on the condensed consolidated statement of financial condition as of March 31, 2013 (in millions):
 
Notional
  Amount  
 
     Fair Value of Derivative     
Instruments
March 31, 2013
Asset(1)
 
Liability(2)
Derivatives not designated as hedging instruments
 
 
 
 
 
Foreign exchange contracts
$
753

 
$
3

 
$
2

Derivatives designated as hedging instruments
 
 
 
 
 
Foreign exchange contracts
104

 

 
1

Total derivatives
$
857

 
$
3

 
$
3

(1) 
Included in “Financial investments” in the condensed consolidated statements of financial condition.
(2) 
Included in “Short term debt” in the condensed consolidated statements of financial condition.
The following presents the aggregated notional amount and the fair value of NYSE Euronext’s derivative instruments reported on the condensed consolidated statement of financial condition as of December 31, 2012 (in millions):
 
Notional
  Amount  
 
     Fair Value of Derivative     
Instruments
December 31, 2012
Asset(1)
 
Liability(2)
Derivatives not designated as hedging instruments
 
 
 
 
 
Foreign exchange contracts
$
838

 
$
2

 
$
1

Derivatives designated as hedging instruments
 
 
 
 
 
Foreign exchange contracts
153

 

 
2

Total derivatives
$
991

 
$
2

 
$
3

(1) 
Included in “Financial investments” in the condensed consolidated statements of financial condition.
(2) 
Included in “Short term debt” in the condensed consolidated statements of financial condition.

13


Pre-tax gains and losses on derivative instruments designated as hedging items under net investment hedging relationship recognized in other comprehensive income for the three months ended March 31, 2013 and 2012 were as follows (in millions):
 
Gain/ (loss) recognized in other comprehensive income
 
2013
 
2012
Derivatives designated as hedging instrument
 
Foreign exchange contracts
$
(1
)
 
$
(2
)
The ineffective portion of the pre-tax gains and losses on derivative instruments designated as hedged items under net investment hedging relationship for the three months ended March 31, 2013 and 2012 were insignificant.
Pre-tax gains and losses recognized in income on derivative instruments not designated in hedging relationship for the three months ended March 31, 2013 and 2012 were as follows (in millions):
 
Gain/(loss) recognized in income
 
2013

2012
Derivatives not designated as hedging instrument
 
Foreign exchange contracts
$
(2
)
 
$


For the three months ended March 31, 2013, NYSE Euronext had foreign exchange contracts in place with tenors of less than 8 months in order to hedge various financial positions. Certain contracts were designated as hedging instruments under the Derivatives and Hedging Topic. As of March 31, 2013, NYSE Euronext had €433 million ($557 million) euro/U.S. dollar contracts outstanding, £155 million (€182 million) sterling/euro and £15 million ($23 million) sterling/U.S. dollar foreign exchange contracts outstanding which together has a combined negative fair value of $0 million. These instruments mature in April 2013 and October 2013.
Pre-tax net gains or losses on non-derivative net investment hedging relationships recognized in “Other comprehensive income” for the three months ended March 31, 2013 and 2012 were a $31 million gain and a $36 million loss, respectively.
For the three months ended March 31, 2013, NYSE Euronext had no derivative instruments in either fair value hedging relationships or cash flow hedging relationships.
Note 10—Commitments and Contingencies
For the three months ended March 31, 2013, the following supplements and amends our discussion set forth in Note 16 (“Commitments and Contingencies - Legal Matters”) to Item 8 of the Form 10-K filed by NYSE Euronext for the year ended December 31, 2012, and no other matters were reportable during the period.
Shareholder Lawsuits
On March 1, 2013, the New York Supreme Court issued an order denying the defendants' motion to dismiss or stay the New York Consolidated Action in favor of the Delaware Consolidated Action. The defendants appealed the court's order to the Appellate Division, First Department, and moved for a stay of the New York Consolidated Action pending resolution of the appeal. On March 15, 2013, the Appellate Division entered an order staying the New York Consolidated Action on an interim basis, and adjourned for 60 days the motion for a stay pending appeal. The appeal and stay motion remain pending.
On March 13, 2013, the Delaware Court of Chancery granted the Delaware plaintiffs' motion to certify a class of NYSE Euronext shareholders. On April 8, 2013, the Delaware court entered an amended order scheduling a hearing on the Delaware plaintiffs' application for a preliminary injunction for May 10, 2013. The parties completed discovery in the Delaware Consolidated Action on April 12, 2013. On April 16, 2013 the Delaware plaintiffs filed the opening brief in support of their motion for a preliminary injunction, and on May 2, 2013 the defendants filed their opposition brief.
ICE and NYSE Euronext believe the allegations in the complaints in all of the actions are without merit, and will continue to defend against them vigorously. NYSE Euronext does not believe that an estimate of a reasonably possible range of loss can currently be made in connection with the above matters, given the inherent uncertainty and the preliminary stage of these matters.
In addition to the matters described above, NYSE Euronext is from time to time involved in various legal proceedings and responds to inquiries from its regulators that arise in the ordinary course of its business. NYSE Euronext records accrued liabilities for litigation and regulatory matters when those matters represent loss contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. When a loss contingency is not both probable and estimable, NYSE Euronext does not establish an accrued liability. As a litigation or regulatory matter develops, NYSE Euronext evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and estimable. NYSE Euronext does not believe, based on currently available information, that the results of any of these various proceedings will have a material adverse effect on its financial statements as a whole.
Note 11—Income taxes
For the three months ended March 31, 2013 and 2012, our effective tax rate was 23.8% and 33.0%, respectively.
NYSE Euronext’s effective tax rate was lower than the statutory rate primarily due to higher earnings generated from foreign operations, where the applicable foreign jurisdiction tax rate is lower than the statutory rate.


14



As of March 31, 2013, a number of tax examinations involving the review of our books and records for open tax years were underway. We expect certain tax authorities to complete their audit and it is reasonably possible that tax benefits of $25 million to $30 million may be recognized within the next twelve months.
Note 12—Related Party Transactions
LCH.Clearnet
See Note 2 - Strategic Investments and Divestitures - for a discussion of our relationship with LCH.Clearnet.
As of March 31, 2013, NYSE Euronext had an 8.8% stake in LCH.Clearnet Group Limited’s outstanding share capital and the right to appoint one director to its board of directors.
New York Portfolio Clearing (“NYPC”)
NYPC, NYSE Euronext’s joint venture with The Depository Trust & Clearing Corporation (“DTCC”), became operational in the first quarter of 2011. NYPC clears fixed income derivatives traded on NYSE Liffe US and will have the ability to provide clearing services for other exchanges and Derivatives Clearing Organizations in the future. NYPC uses NYSE Euronext’s clearing technology, TRS/CPS, to process and manage cleared positions and post-trade position transfers. DTCC’s Fixed Income Clearing Corporation provides capabilities in risk management, settlement, banking and reference data systems. As of March 31, 2013, NYSE Euronext had a minority ownership interest in, and board representation on, DTCC.

The following presents revenues derived and expenses incurred from these related parties (in millions):

Three months ended March 31,
 
Income (expenses)
2013
 
2012
 
LCH.Clearnet
$(11)
 
$(11)
 
NYPC
1
 
1
 


15



Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
You should read the following discussion together with the condensed consolidated financial statements and related notes included in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements. Actual results may differ from such forward-looking statements. See “Forward-Looking Statements” and the information under Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012. Certain prior period amounts presented in the discussion and analysis have been reclassified to conform to the current presentation.
Overview
NYSE Euronext is a global markets operator and provider of trading technology to the financial services industry. Headquartered in New York, we run markets in the United States, France, the U.K., the Netherlands, Belgium and Portugal covering a wide range of financial products from stocks to derivatives. We also provide critical technology infrastructure around the world to our clients and exchange partners including co-location services, connectivity, trading platforms and market data content and services. 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. NYSE Euronext has numerous operating subsidiaries in the United States and Europe, including the American Stock Exchange, which is now known as NYSE MKT.
We operate under three reportable segments: Derivatives, Cash Trading and Listings, and Information Services and Technology Solutions. We evaluate the performance of our operating segments based on revenue and operating income. We have aggregated all of our corporate costs, including the costs to operate as a public company, within “Corporate/ Eliminations.”
The following is a description of our reportable segments:
Derivatives consist of the following in NYSE Euronext’s global businesses:
 
providing access to trade execution in derivatives products, options and futures;
providing certain clearing services for derivative products; and
selling and distributing market data and related information.
Cash Trading and Listings consist of the following in NYSE Euronext’s global businesses:
 
providing access to trade execution in cash trading;
providing settlement of transactions in certain European markets;
obtaining new listings and servicing existing listings;
selling and distributing market data and related information; and
providing regulatory services.

16



Information Services and Technology Solutions consist of the following in NYSE Euronext’s global businesses:
 
operating sellside and buyside connectivity networks for our markets and for other major market centers and market participants in the United States, Europe and Asia;
providing trading and information technology software and solutions;
selling and distributing market data and related information to data subscribers for proprietary data products; and
providing multi-asset managed services and expert consultancy to exchanges and liquidity centers.
For a discussion of these segments, see Note 4 to the condensed consolidated financial statements.


17



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, market share and the pace of industry consolidation; 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. The maintenance and growth of our revenues could also be impacted if we face increased pressure on pricing.

Uncertainty in the global credit markets that commenced with the upheaval in 2008 continues to impact the economy. Equity market indices have continued to experience volatility. Economic uncertainty in the European Union may also continue to negatively affect global financial markets. In addition, regulatory uncertainty is affecting our clients' activities, business models and technology spending. Although markets have shown signs of improvement, these factors have adversely affected our revenues and operating income and may negatively impact future growth.

As a result of recent events, there has been, and it is likely that there will continue to be, significant change in the regulatory environment in which we operate. In particular, the Dodd-Frank Wall Street Reform and Consumer Protection Act was signed into law in July 2010. Although many of its provisions require the adoption of rules to implement, many such regulations have not yet been adopted and there remain significant uncertainties and ambiguities around those regulations that have been adopted, as well as the way in which market participants will respond to the regulations. As a result, it is difficult to predict all of the effects that the legislation and its implementing regulations will have on us. We do, however, expect it to affect our business in various and potentially significant ways and possibly result in increased costs and the expenditure of significant resources. In addition, there are significant structural changes underway within the European regulatory framework.

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 will continue to impact our businesses. Any potential growth in the global cash markets will likely be tempered by investor uncertainty resulting from volatility in the cost of energy and commodities, unemployment concerns and contagion concerns in relation to the sovereign debt issues faced by some members of the Eurozone, uncertainty as to near term tax, regulatory, and other government policies, as well as the general state of the world economy. We continue to focus on our strategy to broaden and diversify our revenue streams, as well as on our company-wide expense reduction initiatives in order to mitigate these uncertainties.



18



Sources of Revenues
Transaction and Clearing Fees
Our transaction and clearing fees consist of fees collected from our cash trading, derivatives trading and clearing fees.
 
Cash trading. Revenues for cash trading consist of transaction charges for executing trades on our cash markets, as well as transaction charges related to orders on our U.S. cash markets which are routed to other market centers for execution. Additionally, our U.S. cash markets pay fees to the SEC pursuant to Section 31 of the Exchange Act. These fees are designed to recover the costs to the government of supervision and regulation of securities markets and securities professionals. Activity assessment fees are collected from member organizations executing trades on our U.S. cash markets, and are recognized when these amounts are 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, activity assessment fees and Section 31 fees do not have an impact on NYSE Euronext's net income.
Derivatives trading and clearing. Revenues from derivatives trading and clearing consist of per-contract fees for executing trades of derivatives contracts and clearing charges on the London market of NYSE Liffe and NYSE Liffe US and executing options contracts traded on NYSE Arca and NYSE Amex Options. In some cases, these fees are subject to caps.
Revenues for per-contract fees are driven by the number of trades executed and fees charged per contract. The principal types of derivative contracts traded and cleared 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 and clearing activity for all products is also influenced by market conditions and other factors. See “— Factors Affecting Our Results” above.
Market Data
We generate revenues from the dissemination of our market data in the United States and Europe to a variety of users. In the United States, we collect market data fees principally for consortium-based data products and, to a lesser extent, for NYSE proprietary data products. Consortium-based data fees are dictated as part of the securities industry plans and charged to vendors based on their redistribution of data. 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, NYSE MKT-listed, and NYSE Arca-listed securities are disseminated through “Tape A” and “Tape B,” which constitute the majority of NYSE Euronext’s U.S. revenues from consortium-based market data revenues. We also receive a share of the revenues from “Tape C,” which represents data related to trading of certain securities that are listed on Nasdaq. 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 depth of book information, historical price information and corporate action information.
NYSE Euronext offers NYSE Realtime 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 display NYSE Realtime stock prices on their respective websites.
In Europe, we charge a variety of users, primarily the end-users, for the use of Euronext’s real-time market data services. We also collect annual license fees from vendors for the right to distribute Euronext market data to third parties and a service fee from vendors for direct connection to market data. A substantial majority of 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.
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 a company initially lists. Original listing fees, however, are generally not applicable to companies that transfer to one of our U.S. securities exchanges from another market, except for companies transferring to NYSE MKT from the over-the-counter market. Other corporate action related fees are paid by listed companies in connection with corporate actions involving the issuance of new shares to be listed, such as stock splits, rights issues and sales of additional securities, as well as mergers and acquisitions, which are subject to a minimum and maximum fee.
In the United States, annual fees are charged based on the number of outstanding shares of listed U.S. companies 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 as revenue on a pro rata basis over the calendar year.
Original fees are recognized as revenue 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 MKT. Unamortized balances are recorded as deferred revenue on the condensed consolidated statements of financial condition.
Listing fees for our European markets 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 and Euronext Lisbon for centralizing securities in IPOs and tender offers. Original listing fees, subject to a minimum and maximum amount, are

19



based on a company's (estimated) market capitalization at the time of its IPO. Revenues from annual listing fees essentially relate to the number of shares outstanding and the market capitalization of the listed company.

In general, Euronext Paris, Euronext Amsterdam, Euronext Brussels and Euronext Lisbon and LIFFE Administration and Management (Euronext London) have adopted a common set of listing fees. 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 discount on admission fees. Domestic issuers also pay annual fees based on the number of equity securities and their respective market capitalizations at the end of the prior year. Non-domestic companies listing in connection with raising capital are charged admission and annual fees on a similar basis, although they are generally charged lower maximum admission fees and annual fees. Non-domestic companies that are included in the Euronext 100 index are treated as domestic for purposes of their listing fees and their annual fees. Non-domestic companies eligible to the Euronext 100 index based on their market capitalization are also treated as domestic issuers for purpose of their sole listing 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, as well as on the level of other corporate-related activity of existing listed issuers. The number and size of new company listings and other corporate-related activity 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.

Technology Services
Revenues are generated primarily from connectivity services related to the SFTI and FIX networks, software licenses and maintenance fees, as well as from consulting services. Co-location revenue is recognized monthly over the life of the contract. We also generate revenues from software license contracts and maintenance agreements. We provide software that 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 agreement revenues are recognized monthly over the life of the maintenance term subsequent to acceptance. 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. 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.
Other Revenues
Other revenues include trading license fees, fees for facilities, fees for servicing existing listed companies (including fees from the recent acquisition of Corpedia) and other services provided to designated market markers (“DMMs”), 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, the revenues of our former NYSE Blue joint venture (our results for the current quarter include only BlueNext) and fees for clearance and settlement activities in our European markets, as well as regulatory revenues. Regulatory fees are charged to member organizations of our U.S. securities exchanges.
Components of Expenses
Section 31 Fees
See “—Sources of Revenues— Transaction and Clearing Fees” above.
Liquidity Payments, Routing and Clearing
We offer our customers a variety of liquidity payment structures, tailored to specific market and product characteristics in order to attract order flow, enhance liquidity and promote use of our markets. We charge a “per share” or “per contract” execution fee to the market participant who takes the liquidity on certain of our trading platforms and, in turn, we pay, on certain of our markets, a portion of this “per share” or “per contract” execution fee to the market participant who provides the liquidity.
We also 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 charges us a fee per share (denominated in tenths of a cent per share) for routing to its system. We include costs incurred due to erroneous trade execution within routing and clearing. Furthermore, NYSE Arca incurs clearance, brokerage and related transaction expenses, which primarily include costs incurred in self-clearing activities, and per trade service fees paid to exchanges for trade execution.
Other Operating Expenses
Other operating expenses include compensation, depreciation and amortization, systems and communications, professional services, selling, general and administrative, and merger expenses and exit costs.
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 (“SERP”) charges. Part-time help, primarily related to security personnel at the NYSE, is also recorded as part of compensation.
Depreciation and Amortization

20



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.
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 cost 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.
Professional Services
Professional services expense includes consulting charges related to various technological and operational initiatives, including fees paid to LCH.Clearnet in connection with certain clearing guarantee arrangements and FINRA in connection with the performance of certain member firm regulatory functions, as well as legal and audit fees.
Selling, General and Administrative
Selling, general and administrative expenses include (i) occupancy costs, (ii) marketing costs consisting of advertising, printing and promotion expenses, (iii) insurance premiums, travel and entertainment expenses, co-branding, investor education and advertising expenses with NYSE listed companies, (iv) general and administrative expenses and (v) regulatory fine income levied by NYSE Regulation. Regulatory fine income must be used for regulatory purposes. Subsequent to the July 30, 2007 asset purchase agreement with FINRA, the amount of regulatory fine income has been relatively immaterial.

Merger Expenses and Exit Costs
Merger expenses and exit costs consist of severance costs and related curtailment losses, contract termination costs, depreciation charges triggered by the acceleration of certain fixed asset useful lives, legal and other professional fees and expenses directly attributable to business combinations and cost reduction initiatives, as well as retention bonuses awarded specifically in connection with a business combination.

21



Results of Operations
Three Months Ended March 31, 2013 Versus Three Months Ended March 31, 2012
The following table sets forth NYSE Euronext’s condensed consolidated statements of operations for the three months ended March 31, 2013 and 2012, as well as the percentage increase or decrease for each condensed consolidated statement of operations item for the three months ended March 31, 2013, as compared to such item for the three months ended March 31, 2012.
 
 
Three months ended
March 31,
 
Percent
Increase
(Dollars in Millions)
2013
 
2012
 
(Decrease)
Revenues
 
 
 
 
 
Transaction and clearing fees
$
634

 
$
609

 
4
 %
Market data
83

 
91

 
(9
)%
Listing
110

 
110

 
 %
Technology services
80

 
86

 
(7
)%
Other revenues
56

 
56

 
 %
Total revenues
963

 
952

 
1
 %
Transaction-based expenses:
 
 
 
 
 
Section 31 fees
75

 
66

 
14
 %
Liquidity payments, routing and clearing
288

 
285

 
1
 %
Total revenues, less transaction-based expenses
600

 
601

 
 %
Other operating expenses:
 
 
 
 
 
Compensation
161

 
160

 
1
 %
Depreciation and amortization
62

 
66

 
(6
)%
Systems and communications
43

 
45

 
(4
)%
Professional services
69

 
73

 
(5
)%
Selling, general and administrative
55

 
61

 
(10
)%
Merger expenses and exit costs
8

 
31

 
(74
)%
Total other operating expenses
398

 
436

 
(9
)%
Operating income
202

 
165

 
22
 %
Interest expense
(28
)
 
(29
)
 
(3
)%
Interest and investment income
1

 
1

 
 %
Loss from associates
(2
)
 
(1
)
 
100
 %
Other income (loss)
(1
)
 

 
(100
)%
Income before income taxes
172

 
136

 
26
 %
Income tax provision
(41
)
 
(45
)
 
(9
)%
Net income
131

 
91

 
44
 %
Net (income) loss attributable to noncontrolling interest
(5
)
 
(4
)
 
25
 %
Net income attributable to NYSE Euronext
$
126

 
$
87

 
45
 %


22



Highlights
For the three months ended March 31, 2013, NYSE Euronext reported total revenues, less transaction-based expenses, operating income and net income attributable to NYSE Euronext of $600 million, $202 million and $126 million, respectively. This compares to total revenues, less transaction-based expenses, operating income and net income attributable to NYSE Euronext of $601 million, $165 million and $87 million, respectively, for the three months ended March 31, 2012.
The $1 million decrease in total revenues, less transaction-based expenses, $37 million increase in operating income and $39 million increase in net income attributable to NYSE Euronext for the period reflects the following principal factors:
Total revenues, less transaction-based expenses remained flat — Total revenues, less transaction-based expenses, remained relatively flat quarter over quarter. The increase in transaction and clearing fee revenues due to higher trading volumes in our European derivatives businesses was offset by lower market data and technology services revenues and the negative impact of foreign currency.
Increased operating income — The period-over-period increase in operating income of $37 million was primarily due to a decrease in operating expenses as a result of cost containment initiatives. Excluding the net impact of merger and exit activities, foreign currency ($1 million) and new business initiatives ($9 million), our other operating expenses decreased $33 million or 8% as compared to the three months ended March 31, 2012.
Increased net income attributable to NYSE Euronext — The period-over-period increase in net income attributable to NYSE Euronext of $39 million was mainly due to increased operating income coupled with a lower effective tax rate.
Segment Results
We operate under three reportable segments: Derivatives, Cash Trading and Listings, and Information Services and Technology Solutions. We evaluate the performance of our operating segments based on revenue and operating income. For discussion of these segments, see Note 4 to the condensed consolidated financial statements and “—Overview” above.
 
 
Three months ended March 31,
 
 
 
 
 
% of Total Revenues
Segment Revenues (in millions)
2013
 
2012
 
2013
 
2012
Derivatives
$
293

  
$
229

 
30
%
 
24
%
Cash Trading and Listings
558

  
602

 
58
%
 
63
%
Information Services and Technology Solutions
112

  
121

 
12
%
 
13
%
Total segment revenues
$
963

 
$
952

 
100
%
 
100
%
Derivatives
 
 
Three months ended March 31,
 
 
 
 
 
Increase
 
% of Revenues
(in millions)
2013
 
2012
 
(decrease)    
 
2013
 
2012
Transaction and clearing fees
$
271

  
$
206

 
32
 %
 
93
%
 
90
%
Market data
10

  
11

 
(9
)%
 
3
%
 
5
%
Other revenues
12

  
12

 
 %
 
4
%
 
5
%
Total revenues
293

 
229

 
28
 %
 
100
%
 
100
%
Transaction-based expenses:
 
 
 
 
 
 
 
 
 
Liquidity payments, routing and clearing
92

  
53

 
74
 %
 
31
%
 
23
%
Total revenues, less transaction-based expenses
201

 
176

 
14
 %
 
69
%
 
77
%
Merger expenses and exit costs
2

  
1

 
100
 %
 
1
%
 
%
Total other operating expenses
97

  
97

 
 %
 
33
%
 
43
%
Operating income
$
102

 
$
78

 
31
 %
 
35
%
 
34
%
For the three months ended March 31, 2013, Derivatives operating income increased $24 million to $102 million, and operating income as a percentage of revenues in 2013 increased 1 percentage point to 35%. Compared to the three months ended March 31, 2012, the $24 million increase in operating income was mainly driven by a $25 million increase in our total revenues, less transaction-based expenses as a result of a 36% increase in average daily volume and average net revenue capture per contract on our European derivatives platform, partially offset by the impact of foreign currency. Other operating expenses for the three months ended March 31, 2013 remained flat as compared to the same period a year ago.

Cash Trading and Listings
 

23



  
Three months ended March 31,
 
 
 
 
 
Increase
 
% of Revenues
(in millions)
2013
 
2012
 
(decrease)    
 
2013
 
2012
Transaction and clearing fees
$
363

 
$
403

 
(10
)%
 
65
%
 
67
%
Market data
41

 
45

 
(9
)%
 
7
%
 
8
%
Listing
110

 
110

 
 %
 
20
%
 
18
%
Other revenues
44

 
44

 
 %
 
8
%
 
7
%
Total revenues
558

 
602

 
(7
)%
 
100
%
 
100
%
Transaction-based expenses:
 
 
 
 
 
 
 
 
 
Section 31 fees
75

 
66

 
14
 %
 
13
%
 
11
%
Liquidity payments, routing and clearing
196

 
232

 
(16
)%
 
35
%
 
39
%
Total revenues, less transaction-based expenses
287

 
304

 
(6
)%
 
52
%
 
50
%
Merger expenses and exit costs
4

 
6

 
(33
)%
 
1
%
 
1
%
Total other operating expenses
173

 
185

 
(6
)%
 
31
%
 
30
%
Operating income
$
110

 
$
113

 
(3
)%
 
20
%
 
19
%
For the three months ended March 31, 2013, Cash Trading and Listings operating income as a percentage of revenues increased 1 percentage point to 20%, despite a period-over-period decrease in operating income of $3 million to $110 million. The reduction in operating income is primarily due to a decrease in our total revenues, less transaction-based expenses of $17 million as a result of lower average daily trading volumes across our cash trading venues, partially offset by a decrease in other operating expenses of $12 million, reflecting the results of operating efficiencies.
Information Services and Technology Solutions
 
  
Three months ended March 31,
 
 
 
 
 
Increase
 
% of Revenues
(in millions)
2013
 
2012
 
(decrease)    
 
2013
 
2012
Market data
$
32

 
$
35

 
(9
)%
 
29
%
 
29
%
Technology services
80

 
86

 
(7
)%
 
71
%
 
71
%
Total revenues
112

 
121

 
(7
)%
 
100
%
 
100
%
Merger expenses and exit costs
3

 
6

 
(50
)%
 
3
%
 
5
%
Other operating expenses
87

 
93

 
(6
)%
 
78
%
 
77
%
Operating income
$
22

 
$
22

 
 %
 
19
%
 
18
%
For the three months ended March 31, 2013, Information Services and Technology Solutions operating income as a percentage of revenues in 2013 increased 1 percentage point to 19%, while operating income remained flat at $22 million compared to the same period in the prior year. This reflects a decrease in total revenues of $9 million due to the lack of large one-time managed services sales in the first quarter of 2013. During the first quarter of 2012, we recognized $4 million of technology services revenue as part of a contract with the Warsaw Stock Exchange. This decrease in revenues was offset by a reduction in operating expenses as a result of our operating efficiencies.
Corporate / Eliminations
 
  
Three months ended March 31,
(in millions)
2013
 
2012
 
    Increase    
    (decrease)    
Revenues, less transaction-based expenses
$

 
$

 
 %
Total revenues

 

 
 %
Merger expenses and exit costs
(1
)
 
18

 
(106
)%
Other operating expenses
33

 
30

 
10
 %
Operating loss
$
(32
)
 
$
(48
)
 
(33
)%
Corporate and eliminations include unallocated costs primarily related to corporate governance, public company expenses and costs associated with our pension, SERP and postretirement benefit plans and intercompany eliminations of revenues and expenses. Operating loss for the three months ended March 31, 2013 decreased $16 million to $32 million compared to the same period a year ago. Such decrease was primarily associated with lower merger expenses and exit costs, partially offset by a $10 million pre-tax stock-based compensation charge for fair value adjustment to liability-settled restricted stock unit awards resulting from the increase in our stock price during the quarterly period. Merger expenses included legal, investment banking and other professional fees and costs incurred in connection with the proposed business combination with ICE in the 2013 period

24



and the terminated business combination with Deutsche Boerse in the 2012 period. Additionally in 2013, we recorded a $10 million benefit to merger expenses in connection with the expiration of the statute of limitations on certain VAT exposure associated with the Euronext merger costs incurred in Europe in 2007.
Non-Operating Income and Expenses
Net Interest and Investment Income (Loss)

Interest expense is primarily attributable to the interest expense on the debt incurred in connection with our senior notes. (See "Liquidity and Capital Resources").
Loss from Associates
For the three months ended March 31, 2013, the loss from associates remained in line with the same period a year ago. Such loss primarily reflects the impact of our investment in NYPC.

Other Income (Loss)
For the three months ended March 31, 2013, other income (loss) was $1 million loss, compared to $0 for the three months ended March 31, 2012. Other income consists primarily of foreign exchange gains and losses and dividends on certain investments, which may vary period-over-period.
Noncontrolling Interest
For the three months ended March 31, 2013 and 2012, NYSE Euronext recorded noncontrolling interest income of $5 million and $4 million, respectively. This mainly reflects the operating income generated by NYSE Amex Options partially offset by the operating losses of NYSE Liffe US.
Income Taxes
For the three months ended March 31, 2013 and 2012, NYSE Euronext provided for income taxes at an estimated tax rate of 23.8% and 33.0%, respectively. NYSE Euronext's effective tax rate was lower than the statutory rate primarily due to higher earnings generated from foreign operations, where the applicable foreign jurisdiction tax rate is lower than the statutory rate.


25



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
For the three months ended March 31, 2013, net cash provided by operating activities was $298 million, representing primarily net income of $131 million, depreciation and amortization of $64 million and a favorable change in working capital of $117 million.
Capital expenditures for the three months ended March 31, 2013 were $27 million, and we paid $73 million in dividends to our shareholders during this quarter.

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 March 31, 2013, NYSE Euronext did not have significant restricted cash balances.

As of March 31, 2013, approximately $254 million of cash, cash equivalents and financial instruments was held by NYSE Euronext's foreign subsidiaries. If these funds were repatriated to the United States, NYSE Euronext would be required to accrue and pay U.S. taxes except for the amount of cash, if any, that would be treated as a return of capital for U.S. tax purposes.
Net financial indebtedness
As of March 31, 2013, NYSE Euronext had approximately $2.5 billion in debt outstanding and approximately $0.5 billion of cash, cash equivalents and financial investments, resulting in approximately $2.0 billion in net indebtedness. We define net indebtedness as outstanding debt less cash, cash equivalents and financial investments.
Net indebtedness was as follows (in millions):
 
March 31,
2013
 
December 31,
2012
Cash and cash equivalents
$
494

 
$
337

Financial investments
33

 
43

Cash, cash equivalents and financial investments
527

 
380

Short term debt
478

 
454

Long term debt
2,021

 
2,055

Total debt
2,499

 
2,509

Net indebtedness
$
1,972

 
$
2,129

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 March 31, 2013, NYSE Euronext’s main debt instruments were as follows (in millions):
 
Principal amount as of
March 31, 2013
 
Maturity    
4.8% senior unsecured notes in U.S. dollar
$
414

 
June 28, 2013
5.375% senior unsecured notes in euro
€920 ($1,179)

 
June 30, 2015
2.0% senior unsecured notes in U.S. dollar
$
850

 
October 5, 2017

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 March 31, 2013, NYSE Euronext had no debt outstanding 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 $1.0 billion syndicated revolving bank facility maturing on June 15, 2015. This bank facility is available for general corporate purposes and was not drawn on as of March 31, 2013. This bank facility was entered into on June 15, 2012 to refinance the bank facility entered into in 2007 for an amount of $2.0 billion and subsequently amended and reduced to an amount of $1.2 billion in 2011. 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 2008 and 2009, NYSE Euronext issued $750 million of 4.8% fixed rate bonds due in June 2013 and €1.0 billion of 5.375% 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. On October 5, 2012,

26



NYSE Euronext issued $850 million of 2.0% senior unsecured notes due in October 2017. The net proceeds from the offering were used, in part, to purchase approximately $336 million of the outstanding 4.8% notes due in June 2013 and approximately €80 million of the outstanding 5.375% notes due in June 2015 in concurrent cash tender offers. As of March 31, 2013, the outstanding principal amount under the 4.8% notes due in June 2013 and the outstanding 5.375% notes due in June 2015 was $414 million and €920 million, 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 accompanied by a downgrade of the bonds below an investment grade rating. The terms of the bonds also provide for customary events of default and a negative pledge covenant.

As of March 31, 2013, we were in compliance with all of our debt instrument covenants in all material respects.
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 the anticipated needs of its current operations 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.

Because commercial paper’s new issues generally fund the retirement of old issues, NYSE Euronext is exposed to the rollover risk of not being able to issue new commercial paper. In order to mitigate the rollover risk, NYSE Euronext maintains undrawn backstop bank facilities for an aggregate amount exceeding at any time the amount issued under its commercial paper program. In case we would not be able to issue new commercial paper, we may draw on these backstop facilities.


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 the NYSE, NYSE Arca, NYSE MKT and Euronext — 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 initially lists. Original listing fees, however, are generally not applicable to companies that transfer to one of our U.S. securities exchanges from another market, except for companies transferring to NYSE MKT from the over-the-counter 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 the NYSE and Euronext, and 5 years for NYSE Arca and NYSE MKT. Unamortized balances are recorded as deferred revenue on the condensed consolidated statements of financial condition.
In addition, NYSE Euronext licenses software and provides software services which are accounted for in accordance with Subtopic 605 in the Software Topic of the FASB Accounting Standards Codification, which involves significant judgment. The technology services revenues in our condensed consolidated statement of operations include revenues generated from the sale of software licenses, software related services as well as hardware components. We enter into multiple-element sales arrangements to provide technology solutions and services to our customers. In such arrangements, we first allocate the total arrangement consideration based on the relative selling prices of the software group of elements as a whole and to the non-software elements. We then further allocate consideration within the software group to the respective elements within that group in accordance with Subtopic 605 in the Software Topic of the FASB Accounting Standards Codification. We recognize revenues upon delivery of non-software elements of our technology solutions and services. For software license arrangements that do not require customization or significant modification of the underlying software, we recognize revenues when (i) we enter into a legally binding agreement with a customer for the license of software, (ii) we deliver the products and (iii) customer payment is determinable and free of significant uncertainties or contingencies. Most of our arrangements are recognized in this manner. For software license arrangements that require customization or significant modification, we generally recognize revenues upon delivery provided the acceptance terms are perfunctory and all other revenue recognition criteria have been met. For revenues associated with maintenance and support, we recognize it ratably over the term of the arrangement, typically one to two years.
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.

27



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 tax regulations in 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 a material impact on NYSE Euronext’s financial position or results of operations.
Pension and Other Post-Retirement Employee Benefits
Pension and other post-retirement employee benefits costs and liabilities are dependent on assumptions used in calculating such amounts. These assumptions include discount rates to measure future obligation and interest expense, health care cost trend rates, benefits earned, interest cost, expected return on assets, mortality rates, and other factors. In accordance with U.S. GAAP, actual results that differ from the assumptions are accumulated and amortized over 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 Derivatives and Hedging Topic of the FASB Accounting Standards Codification. The Derivatives and Hedging Topic 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.





28



Item 3. 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 and credit risk. NYSE Euronext has implemented policies and procedures designed 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 necessary and permitted by local regulation, NYSE Euronext’s subsidiaries centralize their cash investments, report their risks and hedge their exposures with the central treasury. NYSE Euronext performs sensitivity analyses to determine the effects that market risk exposures may have.
NYSE Euronext uses derivative instruments solely to hedge financial risks related to its financial position or risks that are otherwise incurred in the normal course of its commercial activities. We do not use derivative instruments for speculative purposes.
Interest Rate Risk
Except for fixed rate bonds, 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 March 31, 2013 (in millions):
 
Financial    
assets
 
Financial    
liabilities
 
Net Exposure    
 
Impact(2) of a
100 bp adverse shift    
in interest  rates(3)
Floating rate(1) positions in
 
 
 
 
 
 
 
Dollar
$
272

 
$
430

 
$
(158
)
 
$
(1.6
)
Euro
69

 
48

 
21

 
(0.2
)
Sterling
159

 

 
159

 
(1.6
)
Fixed rate positions in
 
 
 
 
 
 
 
Dollar

 
847

 
(847
)
 
36.6

Euro

 
1,174

 
(1,174
)
 
27.5

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.
NYSE Euronext is exposed to price risk on its outstanding fixed rate positions. As of March 31, 2013, 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 $847 million and $1,174 million, respectively. A hypothetical shift of 1% in the U.S. dollar or the euro interest rate curves would in the aggregate impact the fair value of these positions by $37 million and $28 million, respectively.
NYSE Euronext is exposed to cash flow risk on its floating rate positions. Because NYSE Euronext is a net lender in euro and sterling, when interest rates in euro or sterling decrease, NYSE Euronext's net interest and investment income decreases. Based on March 31, 2013 positions, a hypothetical 1% decrease in euro or sterling rates would negatively impact annual income by $0.2 million and $1.6 million, respectively. Because NYSE Euronext is a net borrower in U.S. dollar, when interest rates in U.S. dollar increase, NYSE Euronext net interest and investment income decrease. Based on March 31, 2013 positions, a hypothetical 1% increase in U.S. dollar rates would negatively impact annual income by $1.6 million.
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 three months ended March 31, 2013 is presented by primary foreign currency in the following table (in millions, except average rates):

29



 
Three months ended March 31, 2013
 
Euro         
 
Sterling          
Average rate in the period
$
1.3202

 
$
1.5522

Average rate in the same period one year before
$
1.3113

 
$
1.5713

Foreign denominated percentage of
 
 
 
Revenues
15
%
 
19
%
Operating expenses
9
%
 
18
%
Operating income
40
%
 
23
%
Impact of the currency fluctuations (1) on
 
 
 
Revenues
$
1.0

 
$
(2.3
)
Operating expenses
0.4

 
(1.7
)
Operating income
0.6

 
(0.6
)
(1) 
Represents the impact of currency fluctuation for the three months ended March 31, 2013 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):
 
March 31, 2013
 
Position in euros
 
Position in sterling
Assets
3,821

 
£
2,707

of which goodwill
1,026

 
1,073

Liabilities
1,850

 
353

of which borrowings
952

 

Net currency position before hedging activities
1,971

 
£
2,354

Impact of hedging activities
91

 
155

Net currency position
2,062

 
£
2,509

Impact on consolidated equity of a 10% decrease in foreign currency exchange rates
$
264

 
$
381

At March 31, 2013, NYSE Euronext had net exposure of euro and sterling of €2.1 billion ($2.6 billion) and £2.5 billion ($3.8 billion), respectively. NYSE Euronext's borrowings in euro of €1 billion ($1.3 billion) constitute a partial hedge of NYSE Euronext's net investments in foreign entities. As of March 31, 2013, NYSE Euronext also had €433 million ($557 million) of euro/U.S. dollar contract outstanding and £155 million (€182 million) of sterling/euro and £15 million ($23 million) sterling/U.S. dollar foreign exchange contracts outstanding. These contracts mature between April 2013 and October 2013. As of March 31, 2013, the fair value of these contracts was a $0.3 million liability. Based on March 31, 2013 net currency positions, a hypothetical 10% decrease of euro against dollar would negatively impact NYSE Euronext's equity by $264 million and a hypothetical 10% decrease of sterling against dollar would negatively impact NYSE Euronext's equity by $381 million. For the three months ended March 31, 2013, currency exchange rate differences had a negative impact of $364 million 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.

30



Item 4. Controls and Procedures
As of the end of the period covered by this report, our management carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934). Based on this evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report. No significant changes were made during the quarterly period ended March 31, 2013 in our internal control over financial reporting or in other factors that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
Legal Matters
For the three months ended March 31, 2013, the following supplements and amends our discussion set forth in Note 16 (“Commitments and Contingencies - Legal Matters”) to Item 8 of the Form 10-K filed by NYSE Euronext for the year ended December 31, 2012, and no other matters were reportable during the period.
Shareholder Lawsuits
On March 1, 2013, the New York Supreme Court issued an order denying the defendants' motion to dismiss or stay the New York Consolidated Action in favor of the Delaware Consolidated Action. The defendants appealed the court's order to the Appellate Division, First Department, and moved for a stay of the New York Consolidated Action pending resolution of the appeal. On March 15, 2013, the Appellate Division entered an order staying the New York Consolidated Action on an interim basis, and adjourned for 60 days the motion for a stay pending appeal. The appeal and stay motion remain pending.
On March 13, 2013, the Delaware Court of Chancery granted the Delaware plaintiffs' motion to certify a class of NYSE Euronext shareholders. On April 8, 2013, the Delaware court entered an amended order scheduling a hearing on the Delaware plaintiffs' application for a preliminary injunction for May 10, 2013. The parties completed discovery in the Delaware Consolidated Action on April 12, 2013. On April 16, 2013 the Delaware plaintiffs filed the opening brief in support of their motion for a preliminary injunction, and on May 2, 2013 the defendants filed their opposition brief.
ICE and NYSE Euronext believe the allegations in the complaints in all of the actions are without merit, and will continue to defend against them vigorously. NYSE Euronext does not believe that an estimate of a reasonably possible range of loss can currently be made in connection with the above matters, given the inherent uncertainty and the preliminary stage of these matters.
In addition to the matters described above, NYSE Euronext is from time to time involved in various legal proceedings and responds to inquiries from its regulators that arise in the ordinary course of its business. NYSE Euronext records accrued liabilities for litigation and regulatory matters when those matters represent loss contingencies that are both probable and estimable. In such cases, there may be an exposure to loss in excess of any amounts accrued. When a loss contingency is not both probable and estimable, NYSE Euronext does not establish an accrued liability. As a litigation or regulatory matter develops, NYSE Euronext evaluates on an ongoing basis whether such matter presents a loss contingency that is probable and estimable. NYSE Euronext does not believe, based on currently available information, that the results of any of these various proceedings will have a material adverse effect on its financial statements as a whole.
Item 1A. Risk Factors
For the three months ended March 31, 2013, there were no material changes from the "Risk Factors" as previously disclosed in Part I, Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2012, which disclosures are incorporated herein by reference.

31



Item 6. Exhibits
 
Exhibit No.
 
Description
10.1*
 
Clearing Agreement, effective as of January 28, 2013, among Euronext Brussels S.A./N.V., Euronext Amsterdam N.V., Euronext Paris S.A., Euronext Lisbon - Sociedade Gestora de Mercados Regulamentados S.A., LIFFE Administration and Management and Banque Centrale de Compensation S.A. and LCH.Clearnet Group Limited.**
 
 
 
10.2*
 
Form of Bonus Restricted Stock Unit Agreement Pursuant to the NYSE Euronext Omnibus Incentive Plan (for certain management committee members).
 
 
 
10.3*
 
Form of LTIP Restricted Stock Unit Agreement Pursuant to the NYSE Euronext Omnibus Incentive Plan (for certain management committee members).
 
 
 
10.4*
 
Performance Stock Unit Agreement Pursuant to the NYSE Euronext Omnibus Incentive Plan, entered into as of February 6, 2013, by and between the Company and Duncan Niederauer.
 
 
 
10.5*
 
NYSE Euronext Omnibus Incentive Plan (as amended and restated effective April 25, 2013).
 
 
 
31.1*
 
Certification of the principal executive officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
 
 
 
31.2*
 
Certification of the principal financial officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Exchange Act.
 
 
 
32.1*
 
Certification of the principal executive officer and the principal financial officer pursuant to 18 U.S.C. Section 1350.
 
 
 
101.INS
 
XBRL Report Instance Document
 
 
 
101.SCH
 
XBRL Taxonomy Extension Schema Document
 
 
 
101.PRE
 
XBRL Taxonomy Presentation Linkbase Document
 
 
 
101.CAL
 
XBRL Taxonomy Calculation Linkbase Document
 
 
 
101.LAB
 
XBRL Taxonomy Label Linkbase Document
*
Furnished herewith.
**
Portions of this exhibit have been omitted pursuant to a request for confidential treatment.


32



SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, NYSE Euronext has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized:
 
 
 
NYSE Euronext
 
 
 
 
 
Date:
May 8, 2013
By:
 
/s/ Michael S. Geltzeiler
 
 
 
 
Michael S. Geltzeiler
 
 
 
 
Group Executive Vice President and Chief Financial Officer
NYSE Euronext

33

NYX-2013.3.31-10Q EX-10.1


EXHIBIT 10.1









EURONEXT BRUSSELS S.A. / N.V.

EURONEXT AMSTERDAM N.V.

EURONEXT PARIS S.A.

EURONEXT LISBON – SOCIEDADE GESTORA DE MERCADOS REGULAMENTADOS S.A.

LIFFE ADMINISTRATION AND MANAGEMENT




AND




BANQUE CENTRALE DE COMPENSATION S.A

LCH.CLEARNET GROUP LIMITED


CLEARING AGREEMENT






CONFIDENTIAL TREATMENT REQUESTED – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION





Contents
 
Article
 
Page
1
General Terms
2
Cleared Markets and Classes of Cleared Financial Instruments
3
Provision of Clearing Services by LCH.Clearnet SA
4
Provision of Bilateral Services by LCH.Clearnet SA to the Euronext Market Undertakings
5
Obligations of the Parties
6
Transparency and Communication of Information between Parties
7
Service Level Assessment
8
Services Review
9
Liability
10
Project Development by the Parties
11
Risks
12
Governance and Organisation of the Services
13
Product Advisory Group
14
Data
15
Early Termination
16
Term and Termination Procedure
17
Notices
18
Confidentiality
19
Assignment and Delegation
20
Amendment
21
Change in Law
22
Force Majeure Event
23
Fees
24
Conflicts of Interests
25
Miscellaneous
 
 
 
 
Annex 1 – Service Level Annex
 
Annex 2 – Euronext Markets operated by the Euronext Market Undertakings and Classes of Cleared Financial Instruments
 
Annex 3 – Scope of the other Trading Facilities (non-Euronext Markets) that have the right to elect members in the Product Advisory Group
 
Annex 4 – NYSE BondMatch Admission to Trading Procedure
 
Annex 5 – Contacts
 
Annex 6 – Description of the Committees
 
Annex 7 – Non-Guaranteed Services
 
Annex 8 – Clearing Fees Grid
 
Annex 9 – Current Conflict of Interests Policy





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THIS CLEARING AGREEMENT is made on January 22, 2013 between:
[1]
EURONEXT AMSTERDAM N.V., a limited liability company (naamloze vennootschap) organised under the laws of the Netherlands, whose registered office is at Beursplein 5, 1012 JW Amsterdam, the Netherlands, recorded in the Commercial Register of Amsterdam under number 34138585, and represented by Mr. Cees Vermaas and Mr. Roland Bellegarde ("Euronext Amsterdam");
EURONEXT BRUSSELS S.A./N.V., a limited liability company (société anonyme, naamloze vennootschap) organised under the laws of Belgium and recognised as a market undertaking in accordance with Article 16 of the Belgian Law of August 2, 2002 governing the supervision of the financial sector and financial services (Loi relative à la surveillance du secteur financier et aux services financiers / Wet betreffende het toezicht op de financiële sector en de financiële diensten), whose registered office is at Palais de la Bourse, Place de la Bourse, 1000 Brussels, Belgium, recorded in the Commercial Register of Brussels under number 632 870, and represented by Mr. Vincent Van Dessel ("Euronext Brussels");
EURONEXT PARIS S.A., a limited liability company (société anonyme) organised under the laws of France, whose registered office is at 39, rue Cambon, 75001 Paris, France, recorded in the Commercial Register of Paris under number B 343 406 732, and represented by Mr. Dominique Cerutti ("Euronext Paris");
EURONEXT LISBON - SOCIEDADE GESTORA DE MERCADOS REGULAMENTADOS, S.A., a limited liability company (sociedade anónima) organised under the laws of Portugal whose head office is Lisbon Business Registry Office n° 8875, Av. da Liberdade, n° 196, 1250-147 Lisbon, Portugal, with a share capital of 6,000,000 Euros, tax N.° (P) 504 825 330, recorded in the Lisbon Business Registry Office under number N.° 8875, and represented by Mr. Luis Laginha de Sousa ("Euronext Lisbon"); and
LIFFE ADMINISTRATION AND MANAGEMENT, an unlimited company organised under the laws of England whose head office is at Cannon Bridge House, 1 Cousin Lane, London EC4R 3XX, United Kingdom, incorporated and registered in England and Wales with company number N.° 1591809, and represented by Mr. Finbarr Hutcheson ("Liffe AM");
on the one hand,
and
[2]
BANQUE CENTRALE DE COMPENSATION S.A., trading as LCH.Clearnet SA, a company incorporated under the laws of France, having its registered office at 18, rue du Quatre Septembre, 75002 Paris, France, registered in the Commercial and Companies Registry of Paris under the number B 692 032 485 with the EC VAT number FR 65 692 032485, and represented by Christophe Hemon ("LCH.Clearnet SA"); and
LCH. CLEARNET GROUP LIMITED, a limited liability company incorporated in England & Wales whose registered office is at Aldgate House, 33 Aldgate High Street, London, EC3N 1EA, United Kingdom, with registered number 4743602, and represented by Ian Axe ("LCH.Clearnet Group Limited");
on the other hand,
(Hereafter each a "Party" and collectively named the "Parties").
BACKGROUND

WHEREAS
(A)
Euronext Amsterdam (Euronext Amsterdam N.V.) is a corporation (naamloze vennootschap) organised under the laws of the Netherlands, operator of a securities exchange (houder van een effectenbeurs) authorised pursuant to Article 5:26 of the Dutch Financial Supervision Act (Wet op het financieel toezicht). The clearing and settlement of transactions on the markets in financial instruments in the Netherlands shall take place in accordance with the structures currently maintained by Euronext N.V. and Euronext Amsterdam N.V and recognised by the Netherlands Minister of Finance on February 20, 2007. These structures meet the relevant requirements set by the AFM and the Dutch Central Bank in the Supervisory Framework Clearing and Settlement Euronext (which includes compliance with ESCB-CESR recommendations for Central Counterparties);

(B)
Euronext Brussels (Euronext Brussels S.A./N.V.) is a corporation (société anonyme, naamloze vennootschap) organised under the laws of Belgium and recognised as a market undertaking in accordance with Articles 16 and 144 of the Belgian Law of August 2, 2002 governing the supervision of the financial sector and financial services (Loi relative à la surveillance du secteur financier et aux services financiers / Wet betreffende het toezicht op de financiële sector en de financiële diensten);

(C)
Euronext Paris (Euronext Paris S.A.) is a corporation (société anonyme) organised under the laws of France and a market undertaking (entreprise de marché) within the meaning of Article L.421-2 of the French Monetary and Financial Code (Code Monétaire et Financier) and is governed by the French Monetary and Financial Code (Code Monétaire et Financier);

(D)
Euronext Lisbon (Euronext Lisbon – Sociedade Gestora de Mercados Regulamentados, S.A.) is a corporation (sociedade anónima) managing a regulated market authorised pursuant to Article 15 of the Portuguese Decree-Law n.° 394/99, of October 13, 1999, as amended by the Decree-Law n.° 8-D/2002, of January 15, 2002 (Regime juridico das entidades gestoras de mercados de valores mobiliários e de sistemas conexos);









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(E)
LIFFE Administration and Management is a company incorporated in England and Wales (registration no. 1591809) whose registered office is at Cannon Bridge House, 1 Cousin Lane, London EC4R 3XX, United Kingdom, and which has been recognised as an investment exchange pursuant to section 290 of the Financial Services and Markets Act 2000;

(F)
Euronext Amsterdam, Euronext Brussels, Euronext Paris, Euronext Lisbon and Liffe Administration and Management (each a "Euronext Market Undertaking" and collectively the "Euronext Market Undertakings") operate and / or supervise the markets which are specified in Annex 2 of this Agreement (as amended or added to from time to time) (each a "Euronext Market", and collectively, the "Euronext Markets");
(G)
On October 31, 2003, the Euronext Market Undertakings, LCH.Clearnet SA and LCH.Clearnet Group Limited entered into a revised clearing agreement governing the terms and conditions upon which LCH.Clearnet SA was to provide central counterparty clearing services to the Euronext Market Undertakings (the "ARCA");

(H)
LCH.Clearnet SA is a clearing house, regulated in France according to Articles L.440-1 et seq. of the French Monetary and Financial Code (Code Monétaire et Financier) complying with Book V, Title IV of the General Rules of the Autorité des Marchés Financiers (Règlement Général de l’Autorité des Marchés Financiers) and a clearing house as this term is defined in Article 2 of the Regulation N°648/2012 of July 4, 2012 of the European Parliament and of the Council on OTC derivatives, central counterparties and trade repositories ("EMIR"), it is a credit institution supervised as such by the Autorité de Contrôle Prudentiel and as a clearing house and an investment service provider by the Autorité des Marchés Financiers, it operates a securities settlement system instituted and approved by the French Ministry of Finance, duly notified to the European Commission in accordance with Article L.330-1 of the French Monetary and Financial Code (Code Monétaire et Financier);

(I)
By virtue of the ARCA, LCH.Clearnet SA was nominated to act as a central counterparty to Clearing Members and to provide clearing services for Transactions in Securities and Transactions in Derivatives (as these terms are defined in the ARCA) effected on any of the marketplaces provided by the Euronext Market Undertakings as was specified in the ARCA;

(J)
Pursuant to the letters dated May 7, 2010, May 20, 2010, June 7, 2011 and September 26, 2012, the Euronext Market Undertakings served notice of termination of the ARCA, the termination of the ARCA was due to come into force, in relation to Transactions in Derivatives, on March 31, 2014 and, in relation to Transactions in Securities, on December 31, 2013;

(K)
On November 14, 2012, the Parties entered into a preliminary agreement entitled the "Cash Clearing Head of Terms" in which they agreed on the main provisions to be included in this Agreement, the purpose of which was to establish a general framework for the Agreement and to document the Parties’ expectations as to the scope, planning, and obligations of the Parties to negotiate this Agreement;

(L)
This Agreement is not intended to cover clearing services rendered by LCH.Clearnet SA to the Euronext Market Undertakings for Transactions in Derivatives (as this term is defined in the ARCA) which shall remain governed by the ARCA until March 31, 2014;

(M)
The Parties agree that, as from the Commencement Date, the ARCA shall no longer govern Clearing Services rendered by LCH Group to the Euronext Market Undertakings for Cleared Financial Instruments and that the Services performed by LCH.Clearnet SA for Cleared Financial Instruments traded on the Euronext Market shall be governed by the Agreement; and

(N)
LCH.Clearnet SA and the Euronext Market Undertakings will perform this Agreement in compliance with EMIR and with any applicable Regulatory Requirements, and in particular in relation to the conditions set in EMIR as to licensing of a CPP, once they enter into force.
IT IS AGREED as follows:


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1.
GENERAL TERMS
1.1
Definitions
Unless otherwise defined herein, all capitalised terms in this Agreement shall have the meanings set forth in the Clearing Rule Book, and the following expressions shall have the following meanings:

"ACP" means the Autorité de Contrôle Prudentiel;

"Affiliate" means in relation to any Party or person, any entity controlled, directly or indirectly, by the Party or person or any entity that controls, directly or indirectly, the Party or person, or any entity directly or indirectly under common control with the person. For this purpose, "control" of any entity or person means ownership of a majority of the voting powers of the entity or person (making reference to the situations listed in Article L.233-3 of the French Commercial Code (Code de Commerce));

"Agreement" means this cash clearing agreement entered into between the Parties to govern the Services performed by LCH.Clearnet SA to the Euronext Market Undertakings for Cleared Financial Instruments;

"AMF" means the Autorité des Marchés Financiers;

"Annexes" means the annexes to this Agreement (Annex 1 to Annex 9) described in Article 1.4 of the Agreement as modified from time to time pursuant to Article 20.1 of the Agreement;

"[ *** ] Capacity Plan" means a document commonly agreed between the Parties which describes the capacity increase of the Cash Clearing Infrastructure for [ *** ], the corresponding Service Thresholds (as defined in the Service Level Annex) and, if relevant, the impacts of any Euronext Projects on such capacity;

"ARCA" means the previous clearing agreement in place between the Parties for securities and derivatives clearing dated October 31, 2003, as amended, restated and / or supplemented from time to time;

"Availability" means the level of availability of LCH.Clearnet SA for the Services defined in the Service Level Annex;

"Bilateral Services" means the services performed by LCH.Clearnet SA described in Article 4 of the Agreement and in the Service Level Annex such as Transactions management, risk management, membership management, Financial Instruments management and Project/change management;

"Business Day" means a day, as stated in the TARGET calendar, on which Euronext Markets are open for trading;

"Cash Clearing Head of Terms" means the preliminary agreement dated November 14, 2012 entered into between the Parties in which they agreed on the main provisions to be included in this Agreement;

"Cash Clearing Infrastructure" means UCS Cash, or the successor clearing infrastructure used for Cleared Financial Instruments agreed upon between the Parties as the clearing infrastructure to be used by LCH.Clearnet SA to render the Clearing Services;

"Cash Common Services" means the clearing services provided by LCH.Clearnet SA to the Trading Facilities for the cash clearing of Financial Instruments listed on the Euronext Markets and other Trading Facilities using the Cash Clearing Infrastructure developed and operated by LCH.Clearnet SA for the clearing of such Financial Instruments. On the Commencement Date, the list of Trading Facilities, other than the Euronext Markets, for which Cash Common Services are performed is provided in Annex 3 of this Agreement;

"Class of Cleared Financial Instruments" means, pursuant to Article 2 of the Agreement and Annex 2 of the Agreement [ *** ] and which have therefore been, or can be, accepted for clearing on the Cash Clearing Infrastructure by LCH.Clearnet SA pursuant to the process set out in Article 2 of the Agreement. Classes of Cleared Financial Instruments are described in Annex 2 of the Agreement;

"Cleared Financial Instruments" means Financial Instruments traded on the Euronext Markets or [ *** ] which fall within a Class of Cleared Financial Instruments and are therefore cleared on the Cash Clearing Infrastructure by LCH.Clearnet SA;

"Clearing Fees" means the clearing fees set out in Annex 8 of the Agreement, as amended from time to time, which LCH.Clearnet SA collects from its Clearing Members for services provided in relation to Transactions in Cleared Financial Instruments on the Euronext Markets. The Clearing Fees are also available on www.lchclearnet.com;

"Clearing Fees for BlueChips" means the Clearing Fees which LCH.Clearnet SA collects from its Clearing Members for services provided in relation to Transactions in BlueChips stocks listed in Annex 8;



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"Clearing Member" means either a General Clearing Member or an Individual Clearing Member admitted as such by LCH.Clearnet SA, under the conditions set forth in the Clearing Rules;

"Clearing Rule Book" means the rule book published by LCH.Clearnet SA, as modified from time to time, approved by the AMF pursuant to Article L.440-1 of the French Monetary and Financial Code (Code Monétaire et Financier) and applicable to the clearing of the Euronext Markets;

"Clearing Rules" means the rules of LCH.Clearnet SA as defined in the Clearing Rule Book, and in all Instructions and Notices thereto, as may be amended from time to time and where the context so requires, the Admission Agreement (as defined in the Clearing Rule Book), in each case as amended from time to time;

"Clearing Services" means all services described in the Clearing Rules as in effect at the date hereof and listed in Article 3.1 of the Agreement rendered by LCH.Clearnet SA to Clearing Members, who, either directly or through their customers, enter into Transactions on Cleared Financial Instruments carried out on the Euronext Markets or are parties to Transactions created by the Derivatives Clearing System following the exercise of an option on the Euronext Continental Derivatives Markets;

"Commencement Date", the commencement date of this Agreement which shall be January 1, 2013;

"Committees" means the Operational Committee, the Programme Steering Committee and the Executive Committee described in Article 8.3 of the Agreement and in Annex 6 of the Agreement;

"Competent Public Authority" means:
(i).
any public regulatory body or public supervisory body of LCH.Clearnet SA or LCH.Clearnet Group Limited or other competent authority with jurisdiction over LCH.Clearnet SA or LCH.Clearnet Group Limited and its successors. On the Commencement Date, LCH.Clearnet SA is supervised and regulated by the following Competent Public Authorities: the AMF, the ACP, the Banque de France, Comissão do Mercado de Valores Mobiliáros (CMVM), Financial Services Regulatory Authority (FSMA), Autoriteit Financiële Markten (AFM), the Coordination Committee on Clearing (CCC), the Financial Services Authority (FSA), the De Nederlandsche Bank N.V (DNB) pursuant to an agreement entered into on December 2003 between LCH.Clearnet SA, Euronext Amsterdam N.V., and Euronext N.V.; and/or
(ii).
ESMA, the college of regulators and the competent authority of LCH.Clearnet SA as defined under EMIR; and/or
(iii).
any regulatory body or public supervisory body of the Euronext Markets or other competent authority with jurisdiction over the Euronext Markets, and their successors;

"Conflicted Member" means a Director of either (i) the Board of Directors of LCH.Clearnet Group Limited or the Board of Directors of LCH.Clearnet SA or (ii) a member of the Risk Committee being conflicted pursuant to the provisions of the provisions set out in Annex 9 of this Agreement;

"Corporate Action" means an action initiated by the issuer, or by a third party (other than the issuer) including its agent offering a voluntary reorganisation, upon a Cleared Financial Instruments, and announced to investors;

"Corporate Action Data" means the data related to the Corporate Action;

"Crisis Management" means the method for managing Serious Incidents which potentially impact the other Parties pursuant to the process defined in the Service Level Annex;

"Cross File Transfer" or "CFT" means a file transfer protocol used for transmission of files between the Parties' systems;

"[ *** ] Report" means a file, exchanged in electronic format and on a [ *** ] basis for each [ *** ], containing Service Level measurement and a summary of incidents affecting the operating processes that have an impact on both Parties’ operating processes;

"Data" means Referential Data or Transaction Data;

"Data Point of Access" means a message switching and safe storing system operated by a Euronext Affiliate and supervised by the Euronext Market Undertakings on which LCH.Clearnet SA collects all information that the Euronext Market Undertakings transmit to it in the context of message-based communication. On the Commencement Date, the Data Point of Access is HUB IA;

"Default of a Member" means the occurrence of an event of default of a Clearing Member (as this term is defined in the Clearing Rules, hereafter a "Default of a Clearing Member") or a default of a Trading Member (which will be


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deemed to occur following the occurrence of one of the events listed in paragraph 2802/11 of the Exchange Rules, hereafter a "Default of a Trading Member");

"Derivative" means a Financial Instrument which is a financial contract as defined under Article D.211-1 A of the French Monetary and Financial Code (Code Monétaire et Financier);

"Derivatives Clearing System" means the clearing system used by LCH.Clearnet SA to render clearing services to Clearing Members for Derivatives (as this term is defined in the ARCA) traded on the Euronext Continental Derivatives Markets or the successor clearing system used by a clearing house to render clearing services to clearing members for Derivatives (as this term is defined in the ARCA) traded on the Euronext Continental Derivatives Markets;

"Disaster Recovery Management" means those actions applied to ensure that either Party's IT operations can resume activity from a secondary (or other) data centre should an event disable operation of the primary facilities;

"Euronext Affiliate" means an entity controlled directly or indirectly by Euronext N.V. (control being construed in accordance with Article L.233-3 of the French Commercial Code (Code de Commerce));

"Euronext Continental Derivatives Markets" means the Trading Facilities operated and / or supervised by a Euronext Affiliate on which Derivatives (as this term is defined in the ARCA) are traded before being cleared by LCH.Clearnet SA pursuant to the terms of the ARCA;

"Euronext Group" means Euronext N.V. and Euronext Affiliates;

"Euronext Market Undertakings" or "EMUs" means Euronext Amsterdam, Euronext Brussels, Euronext Paris, Euronext Lisbon and Liffe Administration and Management which each operates a Euronext Market, and a "Euronext Market Undertaking" means one of such entity;

"Euronext Markets" means the Trading Facilities operated by one of the Euronext Market Undertaking and for which Clearing Services are rendered by LCH.Clearnet SA. The Euronext Markets are listed in Annex 2 of the Agreement;

"Euronext Project" means a Project described in Article 10.2 of the Agreement which is a joint business proposal made by one, or several, Euronext Market Undertaking(s) pursuant to which LCH.Clearnet SA is requested to, notably, but not exclusively: launch new services, implement a material evolution of the existing Services, extend Services to a new Class of Cleared Financial Instrument when this extension entails material changes to the existing process, and accept new Trading Facilities operated by one of the Euronext Market Undertakings as Euronext Markets;

"Exchange Rules" means, in relation to any Euronext Market, the rules, regulations and procedures adopted by the relevant Euronext Market Undertaking in relation to that Trading Facility;

"Executive Committee" means, pursuant to Article 8.4 of this Agreement, the Committee responsible for managing and monitoring the performance of this Agreement;

"External User Acceptance" means, pursuant to the terms of the Service Level Annex, the test environment open to Trading Members of Clearing Members for testing from time to time;

"File Server IA" means a system on which LCH.Clearnet SA collects part of the files that the Euronext Market Undertakings transmits to it in the context of file-based communication;

"File Transfer Protocol" or "FTP" means a file transfer protocol used for transmission of files between the Parties' systems;

"Financial Instrument" means those instruments specified in Article L.211-1 of the French Monetary and Financial Code (Code Monétaire et Financier) which may be a Security or a Derivative;

"Force Majeure Event" has the definition given to force majeure under French law, that is to say an extraordinary event independent of the Parties' will, that cannot be foreseen or avoided by them even with due diligence, being beyond their control and preventing the Parties to comply with their obligations undertaken in the Rules, in the Admission Agreement (as defined in the Clearing Rule Book) or in this Agreement. Disasters, such as hurricane, earthquake, international conflicts, stroke of lighting and war, are inter alia to be considered as falling within the scope of a Force Majeure Event;

"Good Practice" means, in relation to the Clearing Services, the exercise of such skill, diligence, prudence, experience, expertise, foresight and judgement as would be reasonably expected from a skilled and experienced professional specified inter alia in EMIR, in the technical standards under EMIR and in the Principles for Financial Market Infrastructures published by the Technical Committee of the International Organization of Securities Commissions in April 2012;



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"Incident" means any event which is not part of the standard operation of a Service which causes, or may cause, an interruption to, or a reduction in the quality of that Services e.g. file transfer delay, instrument referential management potential loss of messages or missing trade information;

"Incident Management" means the method for managing Incidents which potentially impact the other Parties pursuant to the process defined in the Service Level Annex;

"Internal User Acceptance" or "IUA" means, pursuant to the terms of the Service Level Annex, the internal test environment of LCH.Clearnet SA used by LCH.Clearnet SA's internal user test teams;

"LCH Affiliate" means an entity controlled directly or indirectly by LCH.Clearnet Group Limited (control being interpreted in accordance with Article L.233-3 of the French Commercial Code (Code de Commerce));

"LCH Business" means the business performed by a member of LCH Group of providing a wide range of central counterparty clearing services in respect of Financial Instruments entered into by and with users or exchanges, including in respect of equities, fixed income securities and repurchase agreements, interest rate swaps and other products, foreign exchange products, commodities (including, without limitation, metals, energy, weather, agricultural and emissions) and Derivatives (including, without limitation, financial, credit, metals, energy weather, agricultural and emissions derivatives), whether traded on Trading Facilities or over the counter;

"LCH Group" means LCH.Clearnet SA, LCH.Clearnet Group Limited and all the LCH Affiliates and their joint venture and partnership interests, and "member of the LCH Group" or "LCH Group member" means any one such entity or interest;

"Market Operator" means a person or persons who manage(s) and/or operate(s) the business of a Trading Facility;

"Market Rules" means the rules of the Euronext Markets applicable to the trading of the Cleared Financial Instruments, as may be amended from time to time. The Markets Rules are available on the website: https://europeanequities.nyx.com/regulation/harmonised-rules;

"Material Obligation" means one of the obligations listed in Articles 2, 3, 4, 5, 7, 8, 9, 10, 11, 12, 14, 15, 19 or 23 of the Agreement or the obligation for LCH.Clearnet SA to meet the Service Level Targets listed in the Service Level Annex;

"Members" means Clearing Members or Trading Members;

"MiFID" means the Council Directive 2004/39/EC of April 21, 2004 on markets in financial instruments as implemented under the relevant Member States of the European Union and as amended or replaced;

"Non-Guaranteed Services" means the services which are performed by LCH.Clearnet SA when LCH.Clearnet SA does not act as a clearing house and as a central counterparty for certain designated Financial Instruments traded on the Euronext Markets pursuant to Article 3.3 of the Agreement. The Non Guaranteed Services are described in Annex 7 of the Agreement and in the agreement entered into the Parties pursuant to Article 3.3 of the Agreement;

"Operational Committee" means the Committee described in Annex 6 of the Agreement which reports to the Executive Committee;

"Performance" is expressed in terms of response time, i.e. the average time consumed for a given elementary operation during a service period e.g. 1 minute, 1 second, 1 millisecond. Certain performance criteria are to be developed further to the application of the Service Level Measurement Tools under the provisions of Article 7 of the Agreement;

"Product Advisory Group" means, pursuant to Article 13 of this Agreement and the terms of reference of the Product Advisory Group, the committee responsible for advising the Boards of Directors of LCH.Clearnet SA and LCH.Clearnet Group Limited on the proper, safe and efficient management of the Cash Common Services and the evolutions of the Cash Clearing Infrastructure;

"Professional Organisations" means the organisations representing the industry, as defined from time to time between the Parties. As of the Commencement Date, the Professional Organisations are Association Française des Marchés Financiers (AMAFI), Association Française des Professionnels des Titres (AFTI), Dutch Advisory Committee Securities Industry, Fédération belge du secteur financier (FEBELFIN), Association for Financial Markets in Europe (AFME);

"Programme Steering Committee" means the Committee described in Annex 6 of the Agreement which reports to the Executive Committee;

"Project" means a project which has a certain impact on the Parties (notably as to systems, organisation, risk management or risk policy of the Parties) which is more than a business as usual impact. Projects may be a Project developed by LCH Group described in Article 10.1 of the Agreement, a Euronext Project described in Article 10.2 of


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the Agreement, a Project developed by LCH Group following a request by Trading Facilities of the Product Advisory Group described in Article 13.2 of the Agreement;

"Punctuality" is defined as the number of non-continuous operations, e.g. processing of batch jobs or file transfers, that respect deadlines, that are required to be performed within an agreed time frame;

"Referential Data" means the general references and information related to Cleared Financial Instruments either (i) provided by third parties to the Euronext Market Undertakings and sent by the latter to LCH.Clearnet SA, or (ii) originated by the Euronext Market Undertakings and sent by the latter to LCH.Clearnet SA prior to trading (notably the ISIN Code, the central securities depository's characteristics, …);

"Regulatory Requirement" means, with respect to LCH.Clearnet SA, LCH.Clearnet Group Limited or any Euronext Market Undertakings, any applicable law, regulation (such as EMIR, or any technical standards applicable under EMIR) or requirement of any applicable laws or regulations (at the national or European level) or any requirement or request of a Competent Public Authority;

"Relationship Manager" means the person in charge of the day to day relationship management of the Agreement between the Parties.

"Reliability" means the number of incidents, weighted by their impact on Services, that take place in a given Service Period;

"Rules" means the Clearing Rules and the Market Rules;

"Security" or "Securities" means a Financial Instrument, or Financial Instruments, which are financial titles (titres financiers) as defined under French law by Article L.211-1, paragraph II, of the French Monetary and Financial Code (Code Monétaire et Financier);

"Serious Incident" means an event that caused a Euronext Market and / or the Cash Clearing Infrastructure to stop, or an event which is such that although the Euronext Market and / or the Cash Clearing Infrastructure are still running, a material number of Trading Members are prevented from trading for a technical reason or a material number of Clearing Members are prevented from clearing. Such events could include, but are not limited to, trading engine failures, market data dissemination issues, the calculation and / or publication of official index values, issues with tools used to manage and operate the Euronext Markets, Cash Clearing Infrastructure failures, issues with tools used to manage and operate the Cash Clearing Infrastructure. It is defined as being one that is impacting (or has the potential to impact) core services for all / significant number of market participants and / or is causing (or may cause) significant financial or reputational damage for the Euronext Market Undertakings and / or LCH Group, a significant increase in the security threat / risk level or a significant breach of the provisions of the Agreement, including the Service Level Annex and / or a breach of any Regulatory Requirements;

"Serious Incident Management" means the method for managing Serious Incidents which potentially impact the other Parties pursuant to the process defined in the Service Level Annex;

"Service Available" means the amount of time during a Service Period when at least an agreed minimum number of authorised users can use the applicable Services;

"Service Continuity Management" means the actions and organisation applied to ensure continuity of the Clearing Services in the event of the occurrence of any major incident affecting either party's IT systems, headquarters or business operating conditions;

"Service Level Annex" means Annex 1 of this Agreement which sets out the Service Levels of the Bilateral Services for the various Euronext Markets. For the NYSE BondMatch only, the Service Level Annex will be completed by a dedicated Annex (the "NYSE BondMatch Admission to Trading Procedure" attached as Annex 4 of the Agreement) which shall apply only for matters linked to admission to trading of new bonds, and only, to the NYSE BondMatch Euronext Market;

"Service Level Measurement Tools" means the software tools to be developed, implemented and used to measure the performance of the Bilateral Services as described in the Service Level Annex in accordance with Article 7 of the Agreement;

"Service Level Report" means a file, exchanged in electronic format and on a [ *** ] basis, containing service level measurement and a summary of incidents affecting the operating processes that have an impact on all Parties' operating processes;

"Service Level Targets" means the targeted levels of performance of Bilateral Services during the applicable Service Period, as set out in the Service Level Annex and a "Service Level Target" means one of these Service Level Targets;



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"Service Period" means the period of time during which the performance of a Bilateral Service will be measured. The Parties agree that the Service Period will be [ *** ] on the Commencement Date;

"Service Threshold" means the threshold applicable to each Bilateral Service, which, if exceeded, may impair the delivery of such Bilateral Service. These Service Thresholds are derived from steady state Service experience and / or solution design specifications;

"Service Time" means the time during which a Bilateral Service will be available, expressed as the service start time, service close time and the minutes per day the Service is available;

"Service Wholly Available" means the amount of time in a Service Period during which all authorised users can use the applicable Service;

"Services" means Clearing Services, Bilateral Services and Non-Guaranteed Services;

"Settlement System" means one of the settlement systems used by LCH.Clearnet SA for the Cash Common Services which are, on the Commencement Date, Euroclear Bank, Euroclear Belgium, Euroclear France, Euroclear Netherlands, or Sociedade Gestora de Sistemas de Liquidação e de Sistemas Centralizados de Valores Mobiliários, S.A. (Interbolsa), Banque Nationale de Belgique (BNB), or any successor settlement system agreed upon between the Parties;

"Termination Date" means December 31, 2018. The Termination Date will be the date on which the Agreement will terminate if a notice of termination is sent by one of the Parties one year prior to December 31, 2018 to the other Parties in accordance with Article 16 of the Agreement. Otherwise, the Agreement will terminate pursuant to the provisions of Article 16 of the Agreement;

"Termination Event" means any of the termination events specified in Article 15.1 of the Agreement;

"Trade Replication System" means a system operated by the Euronext Market Undertakings that collects an exact replication of the trade message flow that the Euronext Market Undertakings render available for collection by LCH.Clearnet SA on the Data Point of Access, and has a capability for re-sending to the Cash Clearing Infrastructure part or all of the messages it collects. On the Commencement Date, the Trade Replication System is "Outil de Sauvegarde et de Ré-injection des messages M1" or "OSR-M1";

"Trading Facility" means a market, settlement facility provider, trading platform, or transaction reporting mechanism, including but not limited to:
(i).
a trading venue regulated under MiFID, including but not limited to, a regulated market as defined under Article 4(1)(14) of MiFID and a multilateral trading facility as defined under Article 4(1)(15) of MiFID;
(ii).
a trading venue located outside of the European Union, which has been approved by local authorities based on requirements similar to those used under MiFID; and
(iii).
an organised trading facility defined as a system or facility, which is not a regulated market or facility, operated by an investment firm or a Market Operator, in which multiple third-party buying and selling interests in Financial Instruments are able to interact in the system in a way that results in a contract;
"Trading Members" or "Trading Member Firms" or "TMF" means any person which has been admitted as a member on any Euronext Markets;

"Trading System" means the trading system, trading engine, matching facility that the Euronext Market Undertakings render available to their Trading Members for the purpose of trading Cleared Financial Instruments on the Euronext Markets;

"Transaction" means any purchase, sale or exchange of a Cleared Financial Instrument, or a transaction on a Cleared Financial Instrument created through the Derivatives Clearing System following the exercise of an option by a Clearing Member on the Euronext Continental Derivatives Markets;

"Transaction Data" means all data relating to Transactions on Cleared Financial Instruments communicated by the Euronext Market Undertakings to LCH.Clearnet SA for the purpose of providing the Services (data feeds, accurate details of all Transactions and all other information necessary for LCH.Clearnet SA to carry out its risk management and operational functions) issued by the Trading System as described in the Service Level Annex;

"Transaction Management" means the services of management of the Transactions performed by LCH.Clearnet SA as part of the Bilateral Services and described in the Service Level Annex; and

"UCS Cash" means the Universal Clearing System for cash, the clearing system developed and currently operated by LCH.Clearnet SA for Clearing Services rendered to Clearing Members for transactions on Financial Instruments traded on Trading Facilities (including the Euronext Markets).


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1.2
Interpretation
The words "include", "includes" and "including" and any words following them shall be construed without limitation to the generality of any preceding words or concepts and vice versa.

In this Agreement, unless the context otherwise requires:
The headings of the Articles or paragraphs in this Agreement are for ease of reference only; they are not part of the content of the relevant Article or paragraph and may not in any way affect the interpretation thereof;
-
References to any Regulatory Requirement (including MiFID), law, regulation or directive shall be construed as they may have been, or may, from time to time be, amended, modified, consolidated, re-enacted or replaced; and
-
Capitalised terms used in this Agreement shall be construed to be of such number as the context admits or requires.
1.3
Termination of the ARCA for Securities cleared on the Euronext Markets
The Parties agree that, as from the Commencement Date, the ARCA shall no longer govern Clearing Services rendered by LCH Group to the Euronext Market Undertakings for Cleared Financial Instruments traded on the Euronext Markets. The Parties therefore hereby agree that, notwithstanding any provision to the contrary within the ARCA (including, in particular, Section 8.1 of the ARCA), the Parties' rights and obligations under the ARCA in relation to Transactions in Securities (as defined in the ARCA) will be terminated as of December 31, 2012 and will be governed by the Agreement.

For the sake of clarity, it is understood between the Parties that, pursuant to the letter agreement entered into between the Parties on September 26, 2012, the ARCA will continue to govern the clearing business relating to Transactions in Derivatives (as this term is defined in the ARCA) until March 31, 2014 under the conditions set out in the letter agreement.
1.4
Contract Structure
The Annexes (including the Service Level Annex and NYSE BondMatch Admission to Trading Procedure) to this Agreement form part of this Agreement. For NYSE BondMatch Euronext Market only, in the event of any inconsistency between the provisions of the Service Level Annex and any provision of the NYSE BondMatch Admission to Trading Procedure linked to admission to trading of new bonds, the provisions of the latter shall prevail.

In the event of any inconsistency between the provisions of the core Agreement and any provision of the Annexes (including the Service Level Annex and the NYSE BondMatch Admission to Trading Procedure), the provisions of the core Agreement shall prevail.

In the event of any inconsistency between the provisions of one of the Annexes and any provision of the Appendices to such Annex, the core provisions of such Annex shall prevail.

For the purposes of this Agreement, and for so long this Agreement remains in force, if any provision of this Agreement is inconsistent with any provisions of the Articles of Association of LCH.Clearnet SA or LCH.Clearnet Group Limited, or any contractual agreement entered into by a Party with any third party, the Agreement prevails as between the Parties. In the event of any conflict between the provisions of this Agreement and any provision of the Rules or any procedures, the provisions of this Agreement shall prevail as between the Parties.

A person who is not a Party to this Agreement has no right to enforce any term of this Agreement but this does not affect any right or remedy of a third party which exists or is available.
1.5
Conditions Precedent
Each Party will provide to the other Parties, upon execution of this Agreement, evidence satisfactory to the other Parties as to the names, true signatures and authority of the officers or officials signing this Agreement on behalf of each Party.
2.
CLEARED MARKETS AND CLASSES OF CLEARED FINANCIAL INSTRUMENTS
2.1
LCH.Clearnet SA is appointed as a provider of Clearing Services to Clearing Members for Transactions on Cleared Financial Instruments for the duration of the Agreement. In relation to these Clearing Services, LCH.Clearnet SA will provide Bilateral Services to the Euronext Market Undertakings.
The list of the Classes of Cleared Financial Instruments and of the Euronext Markets on the Commencement Date is set out in Annex 2 of the Agreement.


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2.2
In principle, it is understood between the Parties that LCH.Clearnet SA shall exercise [ *** ] under the process set out below to offer Clearing Services for new Financial Instruments. As a consequence, LCH.Clearnet SA should [ *** ] in accordance with Article 3.3 of the Agreement. Following the inclusion of new Financial Instruments within the scope of Cleared Financial Instruments, LCH.Clearnet SA will enter into all necessary contractual arrangements with third party providers in order to get the necessary data related to the new Cleared Financial Instrument and be able to provide the Clearing Services. A Euronext Market Undertaking may at any time request to introduce new Financial Instruments for performance of Clearing Services by LCH.Clearnet SA in accordance with the process described below:
(i).
When the new Financial Instrument [ *** ], the Euronext Market Undertaking requesting the performance of the Services for this new Financial Instrument will give notice to LCH.Clearnet SA of its intent to introduce this new Financial Instrument at least [ *** ] prior to the contemplated listing and / or trading of such Financial Instrument. LCH.Clearnet SA shall offer Services for such new Financial Instrument [ *** ]. If, at a later stage, LCH.Clearnet SA considers that the new Financial Instrument can be [ *** ], LCH.Clearnet SA shall give notice to the relevant Euronext Market Undertaking [ *** ] and shall have the right to process this Financial Instrument pursuant to Article 3.3 of the Agreement. If the Risk Committee of LCH.Clearnet SA considers, at any time, that a Cleared Financial Instrument can no longer be accepted for clearing, LCH.Clearnet SA shall notify the Euronext Market Undertaking(s) in writing of its decision [ *** ] and the Parties shall discuss in order to find an acceptable solution for both Parties. If no solution can be found this Financial Instrument shall be processed pursuant to Article 3.3 of the Agreement.
(ii).
When the new Financial Instrument does not [ *** ]. In this case, the relevant Euronext Market Undertaking and LCH.Clearnet SA shall thereafter consult with each other in order to discuss how to implement the Clearing Services for this new Financial Instrument. LCH.Clearnet SA shall, if necessary, consult its Risk Committee and then perform a feasibility study within [ *** ]. Following this study, LCH.Clearnet SA shall inform the relevant Euronext Market Undertaking of the result of the study. On the basis of the study, the necessary evolutions will then be discussed between the relevant Euronext Market Undertaking(s) and LCH.Clearnet SA within a [ *** ].
If [ *** ], LCH.Clearnet SA shall notify the Euronext Market Undertaking(s) in writing of this advice and the Parties shall discuss in order to find an acceptable solution for both Parties. If the Parties cannot reach an agreement on the acceptable solution, it shall be resolved pursuant to Article 8.5 of the Agreement. The new Financial Instruments may either not be cleared or LCH.Clearnet SA may perform only Non-Guaranteed Services pursuant to Article 3.3 of the Agreement.
2.3
It is understood between the Parties that (i) the Euronext Market Undertakings may provide transaction feeds to other clearing houses, central counterparties and/or entities other than LCH.Clearnet SA which provide clearing services in respect of Cleared Financial Instruments listed and / or traded on the Euronext Markets, and that (ii) LCH.Clearnet SA may provide clearing services to other Trading Facilities, [ *** ].
2.4
Where [ *** ] operated by one of the Euronext Market Undertakings, after the Parties agree on the process, such Trading Facility may request to accede to this Agreement and become a Euronext Market. The process of including a new Trading Facility within the scope of the Euronext Markets would be done through a [ *** ]. The list of the Classes of Cleared Financial Instruments and of the Euronext Markets set out in Annex 2 of this Agreement shall be modified to take into account the inclusion of this new [ *** ].
3.
PROVISION OF CLEARING SERVICES BY LCH.CLEARNET SA
3.1
LCH.Clearnet SA will provide Clearing Services which involve central counterparty services as from the Commencement Date of this Agreement, to Clearing Members, who, either directly or through their customers, enter into Transactions on Cleared Financial Instruments carried out on the Euronext Markets. Such Clearing Services are subject to the Clearing Rules in force as modified from time to time including:


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-
registration of the Transactions on Cleared Financial Instruments traded on the Euronext Markets;
-
validation and novation of these Transactions within the Cash Clearing Infrastructure;
-
reporting of novated and accepted Transactions to Clearing Members;
-
supervision of the Open Positions of Clearing Members and calculation of the associated risks;
-
calling of Margins to the Clearing Members to cover the risks linked to the Transactions;
-
risk management processing according to current risk management policies and procedures of LCH.Clearnet SA as approved by the Risk Committee of LCH.Clearnet SA;
-
guarantee of the proper settlement of Open Positions as central counterparty, transmission of the settlement instructions to the Settlement System;
-
managing Corporate Action; and
-
management of the default procedures according to current default management policies and procedures.
3.2
LCH.Clearnet SA warrants to the Euronext Market Undertakings that it will comply with the Good Practice and the Clearing Rules when providing the Clearing Services. The Good Practice is designed to describe the Parties' commitments and set out how LCH.Clearnet SA and / or LCH.Clearnet Group Limited will operate in order to ensure that they:
-
act in a manner which is fair in considering the interests of the other Parties' Members and customers;
-
reply to any requests from the Euronext Market Undertakings in a timely manner;
-
act in a manner which does not [ *** ];
-
comply with the applicable competition laws;
-
comply with Regulatory Requirements and, when applicable, with any technical standards applicable under EMIR and with the Principles for Financial Market Infrastructures published by the Technical Committee of the International Organization of Securities Commissions in April 2012; and
-
act in a manner which respects a reasonable degree of skill, care, prudence and foresight and application of standards which could reasonably be expected of such companies.
3.3
Where the Parties so agree in writing by exchange of letters, any Euronext Market Undertaking may pass certain transactions on Financial Instruments to LCH.Clearnet SA for processing and dispatch of Transaction Data to the Settlement System, without LCH.Clearnet SA providing the full list of Clearing Services, such as novation and or guarantee of the proper settlement in respect of the transaction.
Notwithstanding any provisions to the contrary in this Agreement, following such an agreement between the Parties, LCH.Clearnet SA shall only perform Non-Guaranteed Services as described in Annex 7 of the Agreement. The document governing such agreement shall govern the provision of such Non-Guaranteed Services where any such term is at variance with any term of this Agreement.
It is understood between the Parties that the Rules should contain provisions on the Non-Guaranteed Services and LCH.Clearnet SA shall give notice to the Clearing Members that LCH.Clearnet SA does not act as a central counterparty and a clearing house in respect of these transactions but that it only provides Non-Guaranteed Services.
3.4
The Euronext Market Undertakings may request LCH.Clearnet SA to continue to pass transactions on a Cleared Financial Instrument created through [ *** ], after March 31, 2014, for processing and to request LCH.Clearnet SA to render Services for these transactions. Following a request from the Euronext Market Undertakings for such process to be launched after March 31, 2014, the Parties shall cooperate in order to organize such process pursuant, if relevant, to Article 10.2 of the Agreement.
4.
PROVISION OF BILATERAL SERVICES BY LCH.CLEARNET SA TO THE EURONEXT MARKET UNDERTAKINGS
In order to perform Clearing Services in the safest and most efficient manner to the Clearing Members, LCH.Clearnet SA provides to the Euronext Market Undertakings the following Bilateral Services: Transaction processing, Transaction recording, Transaction creation, Transaction deletion, Transaction distribution, Transaction storage, Transaction retrieval, each further described in paragraph 2.1.1 of the Service Level Annex.
4.1
Collaboration and cooperation
Each Party undertakes to maintain active, regular collaboration and ongoing dialogue with each other, its Members and other relevant third parties in relation to the provision of Bilateral Services.


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4.2
Communication and transparency
Each Party acknowledges that time is of the essence in managing the Bilateral Services.

The Parties will ensure that the communication channels and the contacts are regularly updated in order to be able to swiftly communicate and react to events that impact their relationship and the Services.

In order to ensure that the process is transparent, the processes and decisions taken by each Party linked to the Bilateral Services or their evolutions shall be adequately documented and these documents shall be sent to the other Party in accordance with the provisions of the Service Level Annex on the Operational Committee. This also means that any decision of one of the Parties to approve a decision, or not to approve it, should be fully documented and explained / justified in writing.
4.3
Systems compatibility
Each Party shall ensure that, on an ongoing basis, its information systems remain compatible and interoperable with the other Party's information systems. To that end, each Party shall ensure that (i) its information systems comply with the clauses set out in Appendix 1B of the Service Level Annex entitled "Technical description of the systems, protocols, communication processes"; and (ii) any modification it brings to its information systems are performed according to the guidelines specified in the Service Level Annex, especially with respect to its quality assurance.
4.4
Continuity of Services
The Parties acknowledge the need for each of them to be constantly ready to manage effectively the occurrence of any major, sudden and exceptional event affecting concurrently or separately either Party's ability to conduct effectively its business functions and LCH.Clearnet SA's ability to perform the Services.
4.5
Transfer of information relating to Services
The Parties acknowledge that each Party may be obligated to provide a Competent Public Authority with appropriate regulatory information relating to the Services. Upon receipt of a request from a Competent Public Authority for information, the receiving Party agrees to notify the other within 5 Business Days of receiving such request and the Parties will cooperate subject, if necessary, to the terms of one or more information sharing agreements entered or to be entered into between the Parties and any relevant agents or sub-contractors of the Parties.
5.
OBLIGATIONS OF THE PARTIES
Notwithstanding any other provision of this Agreement, each Party acknowledges that the other is subject to recognition and / or regulation by Competent Public Authority and agrees that, notwithstanding any provision to the contrary contained in this Agreement, it will use reasonable endeavours to take any action or refrain from taking any action as may be required by such Competent Public Authority in order to comply with its obligations as a Market Operator or a clearing house respectively. The Parties undertake to meet and determine together, in good faith, within [ *** ] on the Commencement Date.
5.1
Obligations of LCH.Clearnet SA
It is understood between the Parties that LCH.Clearnet SA and members of the LCH Group provide clearing services to a wide range of Trading Facilities pursuant to LCH Group’s core principles of operating on a fair, reasonable, open access and non discriminatory basis. [ *** ]

LCH.Clearnet SA undertakes to act as central counterparty for Transactions on Cleared Financial Instruments negotiated on the Euronext Markets, subject to paragraph (v) below, and to comply with the provisions of its Clearing Rules and with Good Practice. In this context LCH.Clearnet SA shall notably act as follows:
(i).
following the matching and trade processing of Transactions on Cleared Financial Instruments in the Trading System, the Transactions will be registered in the Cash Clearing Infrastructure by LCH.Clearnet SA in the name of the relevant Clearing Members. Upon such registration, the Transactions shall be immediately novated and replaced by two Transactions and be guaranteed by LCH.Clearnet SA in accordance with the Clearing Rules;
(ii).
LCH.Clearnet SA undertakes to establish all necessary technical links between the Clearing System, the Settlement System and the Clearing Members;
(iii).
LCH.Clearnet SA will have, at all times, sufficient resources and suitably competent staff allocated to the Services in order to perform high quality Services and to answer requests from the Euronext Market Undertakings in due time;
(iv).
[ *** ];
(v).
Where the Parties so agree in advance pursuant to Article 3.3 of the Agreement, any Euronext Market Undertaking may pass certain transactions to LCH.Clearnet SA for "Non-Guaranteed Services" without LCH.Clearnet SA providing full Clearing Services (no novation and replacement or guarantee in respect of


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the transaction). LCH.Clearnet SA undertakes that the performance of Non-Guaranteed Services complies with Regulatory Requirements and to inform its Clearing Members of the transactions for which only Non-Guaranteed Services will be performed by LCH.Clearnet SA;
(vi).
[ *** ]; and
(vii).
LCH.Clearnet SA's Bilateral Services as defined in Article 4 of the Agreement must be performed with the required degree of Availability, Punctuality, Reliability, accuracy, quality, completeness, efficiency as described in the level / standards of the Service Level Annex.
5.2
Obligations of the Euronext Market Undertakings
The Euronext Market Undertakings grant LCH.Clearnet SA with an access to the Data Point of Access, they shall send all Transaction Data to this Data Point of Access and ensure that the Transaction Data is rendered available to LCH.Clearnet SA at this Data Point of Access pursuant to Article 14 of the Agreement. However, LCH.Clearnet SA shall, pursuant to a separate agreement, implement the necessary connectivity link between its own information system and Euronext Market Undertakings' Data Point of Access in order to have access to the Transaction Data and provide the Services to the Euronext Markets in accordance with the Agreement. When a change to the technical links is rendered necessary following a change and / or evolution of LCH Group's own technologies, LCH Group shall bear the costs of the necessary changes for the Euronext Market Undertakings unless otherwise agreed upon between the Parties.

The Transaction Data and other information created or originated by a Euronext Market Undertaking shall be provided free of charge. Transaction Data or information created or originated by a third party shall be transferred under the conditions set out in Article 14 of the Agreement.

The Euronext Market Undertakings undertake to provide support to Trading Members in the context of the launch of Euronext Projects or of any new projects launched by the Euronext Market Undertakings with LCH.Clearnet SA.

If and when the Euronext Market Undertakings become aware of any activity which must, under applicable Regulatory Requirements, be notified to the Competent Public Authority, they will, where relevant, inform LCH.Clearnet SA and they will work together to find appropriate solutions in accordance with Article 6 of the Agreement and pursuant to the Service Level Annex.
6.
TRANSPARENCY AND COMMUNICATION OF INFORMATION BETWEEN PARTIES
6.1
Each Party shall provide timely and appropriate support, assistance and resources to the other in response to specific requests relating to the Services. In this context, each of them shall promptly report and confirm in writing to the other any actual, perceived or anticipated problems or developments which have had or may have an adverse effect on the provision of any obligation of the Agreement.
In this context, it is understood by both Parties that they shall use their best efforts to answer the requests of the other Parties and to communicate any necessary information in due time.
It is understood between the Parties that they will cooperate in relation to the subject matter of this Agreement, by making available relevant information to the other Party or otherwise, with any Competent Public Authority having responsibility for any matter arising out of, or connected with, the Regulatory Requirements of any Member or Market Operator, or clearing house / central counterparty in relation to any such matter, and with the other Parties (who shall in turn have the right to share such information with any Competent Public Authority with jurisdiction over them, provided that such action does not place the disclosing Party in breach of any obligation of confidentiality of which the other Parties are made aware).
6.2
A Party must consider the effect of any [ *** ] on the ability of all Parties to perform their obligations under the Agreement. All Parties should give notice to the other Parties of [ *** ].


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6.3
If any of the Parties becomes aware of any problem in relation to any Transaction, any obvious unusual information received by the other Party which could reflect a technical problem, or any problems linked to the clearing or settlement process of any Transaction, an extraordinary or emergencies situation in the market (such as high volume, high volatility situations) or any other circumstances which are likely to give rise to such a problem, it shall immediately notify the other Party and the Parties will try to find a solution pursuant to the provisions of the Service Level Annex.
6.4
Where a Default of a Member is declared, LCH.Clearnet SA, and the relevant Euronext Market Undertaking shall give (i) notice as soon as practicably possible to the other Parties, (ii) collaborate in order to implement, pursuant to the provisions of the default procedures, on the most appropriate approach, and, if needed, in accordance with the default procedures which form part of the Clearing Rules or the Exchange Rules (as applicable), (iii) cooperate generally, and in particular, if relevant, as to the porting of the positions to a new Clearing Member so as to minimise any adverse impact upon any of the Trading Members, LCH.Clearnet SA and the Euronext Market Undertakings.
6.5
LCH.Clearnet SA and the Euronext Market Undertakings shall consult upon the implementation of [ *** ].
7.
SERVICE LEVEL ASSESSMENT
7.1
Service Level standards
LCH.Clearnet SA acknowledges that, since availability of the Clearing Services is a precondition for the conduction of the Euronext Market Undertakings' business, its IT environment shall be reliable and performing enough to provide the Services. Moreover, LCH.Clearnet SA agrees that, in addition to the conditions set out in the Service Level Annex specifying the expected Service level for recurring operations and supporting business processes, it must ensure that its general IT operations delivery conform to certain service criteria, expressed in terms of:
-
Availability;
-
Reliability;
-
Performance;
-
Punctuality;
-
Compliance to agreed interface standards; and
-
Compliance to IT security policy which include for LCH.Clearnet SA to comply with certification ISO 2700.
It is understood between the Parties that it is a prerequisite in order for LCH.Clearnet SA, as a clearing house which provides Clearing Services based on the Data provided by the Euronext Market Undertakings, to be able to meet the service levels set out in the Service Level Annex that the up-stream IT environment and the Transaction Data provided by the Euronext Market Undertakings be reliable. Where the Euronext Market Undertakings provide LCH.Clearnet SA with the Data as input to perform the Bilateral Services, this Data therefore needs to be available and reliable and the Euronext Market Undertakings shall comply with the provisions of Article 14 of this Agreement in order to allow LCH.Clearnet SA to perform its Bilateral Services.
7.2
Standards for the Cash Clearing Infrastructure
As part of its general obligation to conform to the highest standards for the provision of its Services, LCH.Clearnet SA agrees that it will use its best endeavours to ensure the Cash Clearing Infrastructure interface remains compatible with supported versions of third party operating systems, databases, software and network protocols where applicable.
7.3
Good Practice and Industry Standards
The Parties agree to adopt best industry practices and to comply with Good Practices as well as industry standards in order to ensure adequate processes and procedures are used in the delivery of their respective obligations hereunder.
8.
SERVICES REVIEW
The Parties shall conduct periodic reviews of the provision of the Services in order to ensure, inter alia, that the Parties continue to comply with their obligations under this Agreement. Following any such review, either Party may request changes in any of the Services to reflect the change in business requirements of either Party and / or advancements in technology.
8.1
Service Level Report
The assessment of the level of the Bilateral Services provided by LCH.Clearnet SA is based on appraisal of a reporting, which is submitted on a [ *** ] by LCH.Clearnet SA. The details and content of the Service Level Report as well as participants to the [ *** ] reporting meeting is set out in the Service Level Annex.
8.2
Relationship Manager


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The Parties acknowledge and agree on the importance of effective governance encompassing effective day-to-day relationship management and Services management. Pursuant to the terms of the Service Level Annex, the Euronext Market Undertakings shall designate one Relationship Manager (for all the Euronext Market Undertakings) and LCH Group shall designate one Relationship Manager (for LCH.Clearnet SA and LCH.Clearnet Group Limited) in charge of the day to day relationship management.
If a Relationship Manager is unavailable or if the Relationship Manager has been changed either by the Euronext Market Undertakings or LCH Group, the relevant Parties shall notify the other as far in advance as possible and shall use its reasonable efforts to appoint a replacement as soon as reasonably possible. The Relationship Manager shall have sufficient seniority and expertise to monitor the process of the Bilateral Services and shall ensure that the Committee meetings are held and recorded with appropriate supporting documents. The Parties shall within a reasonable time following the Commencement Date, by exchange of letters, notify the other Parties of the name of the person appointed as Relationship Manager on each side (by LCH Group and by the Euronext Market Undertakings). The same process will apply should one side (LCH Group or the Euronext Market Undertakings) decide to appoint a new Relationship Manager.
8.3
Committees
In addition to the Risk Committees of LCH.Clearnet SA and, where relevant, of LCH.Clearnet Group Limited in which [ *** ] pursuant to the terms of the Agreement and which are governed by the terms of reference applicable to each of them, the Parties agree to establish and maintain a number of Committees to assist with the management of the relationship, operation of, and changes to, the Services.
Each Committee will be composed of representatives of the Parties to the Agreement.These Committees include the Operational Committee, the Programme Steering Committee and the Executive Committee.
Further details about each Committees’ specific roles, operating modes, and the interactions they maintain between one another can be found in Annex 6 of the Agreement and in Articles 8.4 and 8.5 of the Agreement.
8.4
Executive Committee
The Parties agree to establish and maintain an Executive Committee to assist with the review of the Services, the management of the relationship, any new Project and any operational problem, to solve issues related to the escalation procedure, the [ *** ] Projects planning, the BCP tests and the [ *** ] Capacity Plan. The Executive Committee shall decide upon any escalation from the Operational or Programme Steering Committees as well as upon any issues which may arise from the Membership, IT or Business Continuity management of the Services.
The Executive Committee will be convened [ *** ] and at least on reasonable notice following the request sent by one of the Parties to the others. All the Parties undertake to use their best endeavours to participate in such meetings. At least one common representative of the Euronext Market Undertakings and one representative of LCH Group shall attend each meeting. However, as practically feasible, and to the extent the subject to be discussed during a meeting does not require otherwise, the number of representatives attending each meeting of the Euronext Market Undertakings, on one side, and of LCH Group, on the other, shall be equal.
The Executive Committee shall meet (which may take place by teleconference) [ *** ] as from the Commencement Date.
8.5
Escalation Procedure
If the Operational Committee or Programme Steering Committee (first level management) fail to reach a common agreement (hereafter the "Disagreement"), either Party may decide to refer the Disagreement, at its discretion, to the Executive Committee (or if the members are not available to the authorised deputies of the members of the Executive Committee) (second level management). The second level management shall take a decision within [ *** ] of the referral. If the matter is considered as an urgent matter by one of the Parties, the delay shall be reduced to [ *** ].
If the second level management fails to reach an agreement within the timeframe mentioned above, either Party may refer the Disagreement in writing for final settlement to the Chief Executive Officer (Directeur Général) of LCH.Clearnet SA and the Chief Executive Officer (Directeur Général) of NYSE Euronext Inc. (final level management). The final level management will discuss the matter and should reach an agreement on the matter within [ *** ]. If the matter is considered as an urgent matter by one of the Parties, the delay shall be reduced to [ *** ].


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The Parties shall, unless otherwise agreed in writing between the Parties, after no more than [ *** ] starting from the date on which the Disagreement was referred to the Executive Committee, ensure that the final management level considers and settles the Disagreement.
8.6
Audit
LCH.Clearnet SA shall at all times maintain and keep for the duration of this Agreement and thereafter for the longer of the the [ *** ], complete and accurate records of (and adequate supporting documents and a complete audit trail for) information which is in LCH.Clearnet SA's possession or control relating to the technical performance of the Services, the monitoring activities performed as part of the Services and the surveillance activities performed as part of the Services.
Subject to any applicable Regulatory Requirements, [ *** ] one of the Parties may request the performance of an audit of the Services. The Parties will consult with each other in order to organise together this audit. The Parties will designate together an auditor in charge of performing an audit of the Services. If the Parties cannot agree on the auditor in charge of the audit, either Party may refer the issue to the Executive Committee and follow the escalation procedure set out in Article 8.5 of the Agreement.
The Parties will grant to the auditors a right of physical access (to be exercised once in a contractual year or as reasonably justified in writing) during the Parties' working hours to:
-
the Parties' sites used to deliver the Services;
-
any of the records to be retained;
-
any systems, equipment, software and data (including databases) used in or generated as a result of the provision of the Services or the performance of any other obligations under this Agreement (including systems, equipment, software or data (including databases) used in or generated as a result of the provision of security in relation to the Services); and
-
interview any personnel who are or have been involved in connection with the provision of the Services or the performance of any other obligations under this Agreement.
Subject to any applicable Regulatory Requirements, the Parties shall make available to the auditors and, if relevant, the Competent Public Authority, all relevant documents as may be necessary to carry out the audit. For the avoidance of doubt, no commercially sensitive information relating to one Party or one of its Affiliates shall be provided or otherwise made available to the other Parties, either orally or in writing, in the course of the audit.
The Parties shall provide all reasonable assistance to all persons conducting an audit under this Article 8.6. The Parties shall ensure that, during the performance of any audit conducted under this Article, the auditors comply with the Parties' health and safety and security requirements, and any other standard policies and procedures of the Parties applicable to the sites, information, systems, equipment, software, data accessed in connection with the performance of an audit.
All costs (including auditor's fees) arising in connection with any audit shall be borne by the Party requesting the audit.
The auditors and the Parties shall use their best efforts to minimise any disruption to the operations of LCH.Clearnet SA and LCH Affiliates and to the performance of the Services caused by an audit.
Following the audit and in light of the conclusions and / or recommendations made by the auditors in their reports, the Parties may [ *** ] (i) request changes to any of the Bilateral Services, or (ii) suggest enhancements to the Clearing Services and, as a consequence, (iii) request amendments to any provisions of the Service Level Annex or of the Agreement to take into account conclusions and / or recommendations made by the auditors.
9.
LIABILITY
9.1
Representations


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When entering into this Agreement, each Party represents and warrants:
(i).
that it is validly organised and that it conducts its business in compliance with all Regulatory Requirements, applicable laws, decrees, regulations and Articles of Association (or other constitutive documents) which are applicable to it;
(ii).
that it has the full authority and capacity to enter into this Agreement and that this Agreement has been duly authorised by all internal procedures or any other Competent Public Authority;
(iii).
that the persons entering into this Agreement are duly authorised to do so;
(iv).
that the entry into and performance of the Agreement do not contravene any provision of any applicable Regulatory Requirements, laws, decrees, regulations, Rules or Articles of Association (or other constitutive documents) applicable to it;
(v).
that the information and documents it provides to the other Party are accurate, comprehensive and up to date;
(vi).
that all permits, licences and authorisations necessary for the execution and performance of this Agreement relating to it have been obtained and are in effect; and
(vii).
that the Agreement relating to it constitute a set of rights and obligations which are enforceable against such Party in accordance with all their respective terms.
9.2
Liability of the Parties
Except as expressly provided in the Agreement and subject to the provisions of this Article, no Party shall be liable to any other Party for any liability, claim, loss damages and expenses of any kind or nature arising from the performance or non performance of its obligations except to the extent hereinafter mentioned and no Party shall incur any liability for any indirect, special or consequential loss or consequential damages of any kind.
Pursuant to the limits set out in this Article, each Party shall be liable to the other Parties for any direct damage which they may incur as a result of any substantial operational failure by one of the Parties that results in an interruption of the Services or as a result of any breach of a Material Obligation of this Agreement which causes a damage to the other Parties.
Pursuant to Article 22 of the Agreement, a Party shall not be liable to the other Parties for any loss due to a Force Majeure Event when the Affected Party has notified the other Parties of the occurrence of such event unless such damage could have been avoided or mitigated if the Affected Party had adequately organised the continuity of its Services pursuant to Article 4.4 of the Agreement. The Affected Party shall bring evidence to the other Parties that the Business Continuity Plan was complied with. The Affected Party shall however indemnify the Non Affected Parties for damages or indemnities that they would have to pay to third parties under the conditions set out in Article 22 of the Agreement.
10.
PROJECT DEVELOPMENT BY THE PARTIES
The Parties acknowledge that it is of key importance that each of them can bring or accommodate changes to their businesses (processed products, operating cycles and hours, working practices, IT infrastructure, processed volume, etc.) on a regular basis. The Parties therefore agree to:
plan and initiate new Projects via (i) an [ *** ] programme planning exercise and (ii) [ *** ] update meetings. Such meetings will also review progress of the Projects contained within the agreed programme;
-
conduct an [ *** ] capacity planning assessment ([ *** ] Capacity Plan);
-
assign staff of an appropriate level of skill and experience to participate effectively whenever agreed to the other Parties' Project effort;
-
participate in test sessions as requested by the other Parties in order to manage risk within the other Parties' Project or programmes. The precise nature and extent of the said testing is to be agreed between the Parties, within the governance structure of the Project or programme for which the testing is required;
-
communicate details in a timely manner regarding the introduction of changes to a Party's operations and IT infrastructure that may have a material impact on the other Parties' business; and
-
communicate effectively and in a timely manner regarding changes to one Party's regular operations which may affect the other Parties' operations. Such communications should be conducted typically, but not exclusively via the Operational Committee or the Programme Steering Committee.
Prior to engaging in any change of technology which would affect the Cash Clearing Infrastructure, LCH.Clearnet SA and / or LCH.Clearnet Group Limited will engage in [ *** ]. Notwithstanding the above, all Projects which involve a material evolution of the Cash Clearing Infrastructure will be discussed between the Euronext Market Undertakings and LCH.Clearnet SA pursuant to the provisions of Article 13.2 of the Agreement. LCH.Clearnet SA and / or Trading Facilities which use the Cash Common


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Services (including the Euronext Market Undertakings) may send a request to other members of the Product Advisory Group to work together on any material evolution of the Cash Clearing Infrastructure.
10.1
Projects developed by LCH Group
It is understood between the Parties that some Projects will be developed independently by LCH.Clearnet SA and / or LCH.Clearnet Group Limited for inter alia the following purposes: (a) the fulfilment of Regulatory Requirements, (b) the provision of clearing services to Trading Facilities and / or Clearing Members; and (c) the improvement of efficiency of processes and infrastructure. These Projects may, where appropriate, be conducted without the involvement of the Euronext Market Undertakings but LCH Group will inform the Euronext Market Undertakings about such Projects in a timely manner, especially where common interfaces are impacted.
When, in relation to such Project, an evolution of LCH.Clearnet SA's own technologies or infrastructure implies changes to the Trading System of the Euronext Market Undertakings and / or to the Data Point of Access, LCH.Clearnet SA shall [ *** ] unless agreed otherwise between the Parties.

10.2
Euronext Projects
The Euronext Market Undertakings may, separately or in common, send a request to LCH.Clearnet SA to work on Euronext Projects (i) when the Euronext Market Undertakings wish to initiate a Project which does not fall within the scope of Articles 10.1 or 13.2 of the Agreement, such Project being therefore not discussed within the Product Advisory Group, or (ii) if the Product Advisory Group does not support such an initiative which therefore becomes classified as a Euronext Project.
Within such request, when relevant, the Euronext Market Undertakings will include [ *** ] and the duration of such a time limitation where appropriate.
It is understood between the Parties that [ *** ] LCH.Clearnet SA’s costs associated with a Euronext Project and charged to the [ *** ] and that such Euronext Project, at a later stage, benefits another Trading Facility, the Parties agree that they shall enter into any necessary arrangements so that such other Trading Facility [ *** ] for the analysis and / or launch of the Project.
The Euronext Market Undertakings may request that [ *** ] associated with a Euronext Project (and charged to the Euronext Market Undertakings)] be subject to the condition that [ *** ] in case of late delivery of the Project by LCH.Clearnet SA (for the sake of clarity, this sharing of costs shall not be considered as [ *** ] between the Parties linked to the launch of a Euronext Project).
Following such communication, LCH.Clearnet SA will answer the request to initiate a Euronext Project [ *** ] pursuant to the Service Level Annex after being provided with available details on the Euronext Project. LCH.Clearnet SA shall send to the Euronext Market Undertakings an outline business case which may exclude commercially sensitive information, timescale, likelihood of Project going ahead, anticipated LCH.Clearnet SA resource required and anticipated costs and / or investment required.
In accordance with the Programme Steering Committee procedure described in the Service Level Annex, the Euronext Market Undertakings and LCH.Clearnet SA will then meet to discuss: [ *** ].
The Euronext Market Undertaking(s) will work with the teams of LCH.Clearnet SA in order to analyse the feasibility of the Euronext Project, the timetable, the priorities and the resources identified for the launch of the Euronext Project. If necessary, LCH.Clearnet SA and the Euronext Market Undertakings will cooperate in order to provide the Members with all necessary information on the Project, the process and its timeline in order for the Members to be able to understand and be part of the Euronext Project. The Euronext Market Undertakings will be responsible of the communication with its Trading Members on the Euronext Project whilst LCH.Clearnet SA will be responsible for informing and updating its Clearing Members.
For each Euronext Project, any specific terms of engagement will be agreed between the Parties prior to the initiation of the Project. Such terms may include, among other things, confirmation of the rights in respect of intellectual property, [ *** ].
10.3
Process
Unless provided otherwise in Articles 10.1 and 10.2 of the Agreement, the process to be followed for the launch of a new Project shall be as described hereinafter. A Party willing to launch a new Project will inform the other Parties of its intent to launch such Project. It will then send a request for quote to the other Parties providing all necessary details on the Project and the extent of confidentiality linked to the Project. The other Parties will answer the request within a reasonable time. The Parties will then meet to discuss the opportunity of the development of such Project, the contemplated financing, the staff and resources which should be allocated to this Project.
When, in relation to any such Project, an evolution of one Party's own technologies or infrastructure implies [ *** ], that Party shall bear the costs associated with [ *** ] unless agreed otherwise between the Parties or provided otherwise in this Agreement.


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11.
RISKS
11.1
Risk Committees
The general methodology for the calculation and setting of margin rates or levels for Cleared Financial Instruments traded on any of the Euronext Markets, the determination of the methodology for margining and the subsequent adaptation thereof shall be established by the Board of Directors of LCH.Clearnet SA on the recommendation of the Risk Committee of LCH.Clearnet SA.
The setting or adjustments of margin levels and methodology for margining will be decided by the Board of Directors of LCH.Clearnet SA or, when relevant, of LCH.Clearnet Group Limited on the recommendation of the Risk Committee of LCH.Clearnet SA or, when relevant, of LCH.Clearnet Group Limited.
The Risk Committee of LCH.Clearnet SA will include [ *** ].
11.2
Risks linked to the Euronext Market's Open Positions
The Parties shall always act in compliance with the Regulatory Requirements applicable to them and therefore provide their services on a fair, open, non-discriminatory and transparent basis following any requests of any Trading Facility or clearing house made to one of the Parties (notably on fees, membership criteria, service levels, provision of trade fees).
LCH.Clearnet SA shall ensure that the Euronext Markets are not exposed to any imported risks from other Trading Facilities. In order to monitor such risks linked to the clearing of the Euronext Markets and of other Trading Facilities on the same Financial Instruments, the Parties shall act as follows, subject to, and in compliance with, any Regulatory Requirements:
(i).
where a Cleared Financial Instruments is traded on both a Euronext Market and another Trading Facility and LCH.Clearnet SA also performs clearing services for this other Trading Facility, LCH.Clearnet SA shall [ *** ] of Open Positions, cross margining, offsetting, in order to ensure that [ *** ];
(ii).
as from the Commencement Date, the Open Positions in all Cleared Financial Instruments cleared by LCH.Clearnet SA for any Euronext Market Undertakings [ *** ];
(iii).
following any requests made by [ *** ], LCH.Clearnet SA should inform the Euronext Market Undertakings and, before LCH.Clearnet SA answers this request, LCH.Clearnet SA and the Euronext Market Undertakings will work together within a reasonable timeframe, on the basis of any non confidential information which can be transferred by LCH.Clearnet SA to the Euronext Market Undertakings, in order to (a) evaluate the protections, the clearing rules, procedures and legal and regulatory framework [ *** ], (b) put in place any necessary contractual arrangements between the Parties (notably on information sharing), and (c) take an informed decision, on the basis of the analysis performed pursuant to (a), within a reasonable time, on the [ *** ]; and
(iv).
no Cleared Financial Instruments traded on the Euronext Markets for which Clearing Services are performed by LCH.Clearnet SA shall be offered [ *** ].
12.
GOVERNANCE AND ORGANISATION OF THE SERVICES
12.1
The Euronext Market Undertakings shall have the right to appoint one Director to the Board of Directors of LCH.Clearnet Group Limited under the conditions set out in the Articles of Association of LCH.Clearnet Group Limited. Decisions presented to the Board of Directors of LCH.Clearnet Group Limited with respect to the following topics would require a majority vote of 75% of the non Conflicted Members entitled to vote and voting at the meeting:
(i).
reduction in the choice, access to, and operating principles of Settlement Systems relevant to the Cash Common Services;
(ii).
changes of information technology systems or developments of new information technology architectures, advancements in technologies (hardware, software, and parameterisation of these hardware and software) relating to the Cash Clearing Infrastructure; and
(iii).
allocation of costs relating to information technology systems developments (which include the costs incurred for hardware purchasing, software development, parameterisation, consultancy services, Project management, related maintenance and support services and the Clearing Members technical support services) relating to the Cash Clearing Infrastructure.
12.2
The Euronext Market Undertakings shall have the right to appoint one Director to the Board of Directors of LCH.Clearnet SA for so long as the Agreement remains in force. Following the termination of the Agreement, subject to any Regulatory Requirements, the Director appointed by the Euronext Market Undertakings shall no longer attend the meeting of the Board of Directors. Decisions presented to the Board of Directors of LCH.Clearnet SA with respect


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to the following topics would require a majority vote of 75% of the non Conflicted Members entitled to vote and voting at the meeting:
(i).
reduction in the choice, access to, and operating principles of Settlement Systems relevant to the Cash Common Services;
(ii).
changes of information technology systems or developments of new information technology architectures, advancements in technologies (hardware, software, and parameterisation of these hardwares and softwares) relating to the Cash Clearing Infrastructure; and
(iii).
allocation of costs relating to information technology systems developments (which include the costs incurred for hardware purchasing, software development, parameterisation, consultancy services, Project management, related maintenance and support services and the Clearing Members technical support services) relating to the Cash Clearing Infrastructure.
12.3
LCH.Clearnet SA and LCH.Clearnet Group Limited undertake to bring any necessary changes to the Articles of Association of LCH.Clearnet SA or LCH.Clearnet Group Limited to implement the provisions of Articles 12.1 and 12.2 of the Agreement.
12.4
LCH.Clearnet SA will not make any material change to the method for providing Services without first consulting the Euronext Market Undertakings. Prior to making any such material change to the method for providing Services, LCH.Clearnet SA will engage in a review of such changes with the Euronext Market Undertakings and participate in a joint dialogue with the Euronext Market Undertakings on the opportunity and the timing for such changes. If the Programme Steering Committee cannot reach an agreement on the opportunity of such changes, or on the best way to implement such changes, the matter should be escalated pursuant to the process described in Article 8.5 of the Agreement.
When the Euronext Market Undertakings and LCH.Clearnet SA disagree on the opportunity of such changes, or on the best way to implement such changes, the Parties should refer the matter to the Executive Committee which shall give its opinion on such change and the method for implementing such changes.
13.
PRODUCT ADVISORY GROUP
LCH.Clearnet SA undertakes to establish and maintain a committee called the Product Advisory Group which will have an advisory role within its scope, in compliance with Regulatory Requirements, in the limited domains of jurisdiction listed in Article 13.3 of the Agreement and shall be consulted by the Boards of Directors of LCH.Clearnet SA and LCH.Clearnet Group Limited on the proper, safe and efficient management of the Cash Clearing Infrastructure performed by LCH.Clearnet SA.
LCH Clearnet SA shall negotiate with the other Trading Facilities, and with the Clearing Members which use the Cash Common Services in order to involve them in the Product Advisory Group and to agree on the terms of reference of such Product Advisory Group and the conditions described below.
13.1
Composition of the Product Advisory Group
The Product Advisory Group shall be composed of permanent members representing the stakeholders using the Cash Common Services as follows:
-
LCH.Clearnet SA shall have the right to appoint one representative and shall have 10% of the voting rights;
-
the Euronext Market Undertakings shall have the right to appoint three representatives who shall have 10% of the voting rights each;
-
the other Trading Facilities which use the Cash Common Services shall have the right to appoint one common representative who shall have 10% of the voting rights; and
-
Clearing Members of LCH.Clearnet SA or clearing members of other Trading Facilities who use the Cash Common Services would have the right to elect five representatives (representing all of them) who shall have 10% of the voting rights each.
The terms of reference of the Product Advisory Group and the composition of the Product Advisory Group (number of seats and associated voting rights) above shall be reviewed by the Parties and, if necessary, be amended in order to add new permanent members representing the Trading Facilities which use the Cash Common Services and / or the Euronext Market Undertakings following the occurrence of one of the following events: (i) a material change in the percentage of volumes of each Trading Facility which is a member of Product Advisory Group (such volume being hereafter referred to as "Vtf", and the volume before the change being referred to as "Vtf(t0)", the volume after the change being referred to as "Vtf(t+1)") in the overall volume of transactions cleared in the Cash Clearing Infrastructure ("Vtotal") (a change will be considered as material if it is a change of more than 20% in the share of one Trading Facility in the overall volume of transactions cleared in the Cash Clearing Infrastructure, in other words if Vtf(t+1) ≥ Vtf(t0) + 20% x Vtotal)), or (ii) a new Trading Facility begins to use the Cash Common Services when this has an


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impact on the percentage of volumes of each Trading Facility which is a member of Product Advisory Group in the overall volume of transactions cleared in the Cash Clearing Infrastructure (when this new Trading Facility contributes to 15% or more of the overall volume of transactions cleared in the Cash Clearing Infrastructure).
From time to time, when the agenda of the meeting of the Product Advisory Group is considered by the permanent members of the Product Advisory Group to be of interest for them, non permanent members will be invited to attend the meeting of the Product Advisory Group in a non-voting capacity. Such non permanent members will be:
-
two (2) non permanent members who would be appointed by the Professional Organisations; and
-
one (1) non permanent member representing each Competent Public Authority who may be invited to attend the meeting of the Product Advisory Group.
The members of the Product Advisory Group shall appoint the relevant representatives of their respective organisations who shall attend each meeting of the Product Advisory Group.
LCH.Clearnet SA shall use its best endeavours to obtain the approval the Trading Facilities (non-Euronext Markets) listed in Annex 3 of the Agreement and of all other stakeholders who have the right to elect members in the Product Advisory Group on the terms of reference of the Product Advisory Group which will implement the provisions described in this Article 13 of the Agreement.

These terms of reference of the Product Advisory Group shall be drafted by LCH Group and be entered into by the Euronext Market Undertakings and all stakeholders within [ *** ].
13.2
Launch of new Projects by Trading Facilities of the Product Advisory Group
LCH.Clearnet SA and / or Trading Facilities which use the Cash Common Services (including the Euronext Market Undertakings) may send a request to other members of the Product Advisory Group to work together on an evolution of the Cash Clearing Infrastructure. All Projects which imply an evolution of the Cash Clearing Infrastructure shall be discussed in accordance with the provisions of this Article 13.2 of the Agreement.
LCH.Clearnet SA and all Trading Facilities wishing to initiate an evolution of the Cash Clearing Infrastructure will meet, together, if relevant, with the Clearing Members representatives of the Product Advisory Group, to discuss the opportunity of this evolution, its financing and will work on a joint business proposal to be presented to LCH.Clearnet SA. This business proposal should include as many of the following details as possible in respect of any such anticipated Project: the details on the Project itself, the initial business case, the timescale for the Project, the likelihood of the Project going ahead, anticipated LCH.Clearnet SA resources required and anticipated costs/investment required including, to the extent it is possible, costs allocation between the Trading Facilities and LCH.Clearnet SA.
The Clearing Member representatives of the Product Advisory Group will then give their advise to LCH.Clearnet SA on (i) the opportunity of the development of such evolution of the Cash Clearing Infrastructure, (ii) the contemplated financing of such Project, and (iii) the human resources which should be dedicated to such Project by LCH.Clearnet SA.
If the evolution is significant and if a decision of the Boards of Directors of LCH.Clearnet SA and / or of LCH.Clearnet Group Limited is necessary, the Boards of Directors of LCH.Clearnet SA and / or of LCH.Clearnet Group Limited shall discuss the Project during a meeting of the Board(s) of Directors. The Board(s) of Directors of LCH.Clearnet SA and / or of LCH.Clearnet Group Limited will consider whether to give their approvals to this evolution of the Cash Clearing Infrastructure and to the method and / or financing suggested by the Trading Facilities (including the Euronext Markets) based, among other things, on the opinion of the Clearing Members representatives of the Product Advisory Group.
For each Project, following the approval of the Boards of Directors of LCH.Clearnet SA and / or of LCH.Clearnet Group Limited, the Trading Facilities shall, if necessary, enter into the necessary contractual arrangements with LCH Group in order to determine the respective rights of the Trading Facilities and of LCH Group (on intellectual property rights, further developments, exclusivity, access of other venues to these new developments, etc…).
13.3
Powers of the Product Advisory Group
The Product Advisory Group shall advise the Boards of Directors of LCH.Clearnet SA and / or of LCH.Clearnet Group Limited within its scope, and in accordance with any applicable Regulatory Requirements, in various matters and shall be consulted by LCH.Clearnet SA and / or by LCH.Clearnet Group Limited on the proper, safe and efficient management of the Cash Common Services and on the following matters:
-
IT developments: changes to existing IT systems used for Cash Common Services and developments of new IT architectures for Cash Common Services, and, more generally, any change of technology which would affect the Cash Clearing Infrastructure;
-
the levels of Service and [ *** ] for the Cash Common Services; and
-
the opportunity of the development of new Projects by Trading Facilities linked to the Cash Clearing Infrastructure and, when relevant, the contemplated financing, and the human resources which should be dedicated to such Projects by LCH.Clearnet SA and / or LCH.Clearnet Group Limited.


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Any advice related to these subjects will first be discussed within the Product Advisory Group before being submitted to the Board(s) of Directors of LCH.Clearnet SA and / or of LCH.Clearnet Group Limited. Once the Product Advisory Group has reached a decision, it will send its opinion on a Project to the Board of Directors of LCH.Clearnet SA and / or of LCH.Clearnet Group Limited. For the sake of clarity, the Boards of Directors of LCH.Clearnet SA and LCH.Clearnet Group Limited have no obligation to follow the opinion of the Product Advisory Group (which shall only provide an advice), they shall however provide explanations in their decisions, when an advice was given by the Product Advisory Group, on why they did not follow such advice of the Product Advisory Group. Should the Product Advisory Group fail to meet or fail to decide on a matter falling within the scope of its powers in compliance pursuant to the terms of reference of the Product Advisory Group, the Board(s) of Directors of LCH.Clearnet SA and / or of LCH.Clearnet Group Limited will have the right to validly take a decision on this matter notwithstanding the absence of advice of the Product Advisory Group on the subject.
The Product Advisory Group shall meet (such meeting may take place by teleconference) on a [ *** ] basis following the Commencement Date or when a member of the Product Advisory Group requires that such a meeting take place by sending a request to the other members of the Product Advisory Group in order to decide on a matter within its scope.
13.4
Conflict of interests within the Product Advisory Group
Members of the Product Advisory Group will not vote on any recommendation, or shall not receive any information, where a conflict of interests exists.
A conflict of interest shall be deemed to exist when a member of the Product Advisory Group is, in any way, directly or indirectly, interested in a proposed decision with LCH.Clearnet SA because of the existence of a member's relationship with another person or with a third party provider related to the subject matter of a decision. The member of the Product Advisory Group will be considered conflicted and he shall declare the nature and extent of his interest to the other members of the Product Advisory Group before the members vote on any decisions linked to such matter.
Where there is a question as to the existence of a conflict of interest with respect to a member of the Product Advisory Group, the matter shall be determined by the other members of the Product Advisory Group prior to the relevant meeting taking place in a fair, objective and non-discriminatory manner. If it is impracticable to convene a prior meeting of the other members of the Product Advisory Group, such determination shall be made by the other members of the Product Advisory Group present at the relevant meeting acting by simple majority. The decision of the other members of the Product Advisory Group present at the relevant meeting shall be final and binding and not open to challenge by any other members of the Product Advisory Group.
14.
DATA
The Parties acknowledge and agree that all data given by a Party to the other remains the property of the Party having given such data and undertake that they shall use such data only for the purposes of this Agreement.
[ *** ].
14.1
Transaction Data
LCH.Clearnet SA acknowledges and agrees that Transaction Data are the property of the Euronext Market Undertakings and undertakes, that it will use the Transaction Data only for the purposes of providing the Clearing Services and that it will not disclose any Transaction Data to any person without the Euronext Market Undertakings' prior written approval except in accordance with Article 18.2 of the Agreement which, for the avoidance of doubt, shall apply to Transaction Data. The Euronext Market Undertakings grant LCH.Clearnet SA a royalty-free non-transferable licence to use and copy Data for the purposes of providing the Clearing Services unless such Data have been originated or created by third parties.
The Euronext Market Undertakings hereby permit LCH.Clearnet SA during the term of this Agreement to use the Transaction Data for the purposes of:
-
performing its obligations linked to Clearing Services in respect of Transactions under the Clearing Rules (including providing to any Clearing Member any information or details regarding any Transaction to which that Clearing Member is a Party and transmitting such details to third parties during the course of performing its obligations in accordance with the Clearing Rules);
-
calculation of Margins obligations and reporting to Clearing Members of the information relied upon in calculating such Margin obligations or otherwise for risk management purposes; and
-
complying with requests from a Competent Public Authority or Court of competent jurisdiction or for the purposes of commencing, or defending, any arbitration or Court proceedings.
Each Party shall indemnify the other Party against any claims raised by third parties in respect of any infringement of third party intellectual property rights, subject to the fact that the Party against whom any proceedings are brought has promptly notified the other Party in writing of the notice of the claim, proceedings for infringement or the announcement


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of such proceedings. The Party against whom any proceedings are brought provides the other Party with all information, documents, and reasonable assistance related to such claims.
14.2
Data created by third parties
When the Transaction Data transferred from the Euronext Market Undertakings to LCH.Clearnet SA were originally created or originated by a third party, (i) LCH.Clearnet SA shall acquire the right to obtain the data directly from such third party or from another provider, or (ii) the data shall be transferred to LCH.Clearnet SA (subject to any obligation of confidentiality or other limitation on disclosure applicable to a Euronext Market Undertaking pursuant to the contract with the third party) at a cost equivalent to such additional charge (if any) as the Euronext Market Undertaking incurs to a third party in respect of the right specifically to provide such information to LCH.Clearnet SA.
However, where this is likely to result in a significant new charge or increased charge to LCH.Clearnet SA, the latter shall (a) have the option to obtain the data feed or information at its own cost directly from a third party (without any liability to any Euronext Market Undertaking for the termination of existing arrangements), or (b) where the data feed or information is essential to the provision by LCH.Clearnet SA of the Clearing Services and LCH.Clearnet SA cannot reasonably obtain the information from any other source, have the right to require that the Parties meet to discuss and agree on an equitable percentage share of the new or increased cost which shall be born by each of them.
14.3
Corporate Action Data
For all matters linked to Corporate Action Data, LCH.Clearnet SA shall acquire the information directly from third parties pursuant to Article 14.2 (i). On the Commencement Date, the Parties use the same third party provider for Corporate Action Data. In case of change of third party data provider for Corporate Action Data by one of the Parties, the latter shall inform the other Parties. In case of discrepancy between the Parties on the occurrence of a Corporate Action or the content of such Corporate Action Data, the information linked to such Corporate Action published by the Euronext Market Undertakings shall prevail over other information received by LCH.Clearnet SA from other sources (most notably from the Settlement Systems) and LCH.Clearnet SA shall follow the Corporate Actions published by the Euronext Market Undertakings. Following the occurrence of a discrepancy situation in the information published in relation to Corporate Action Data linked to the settlement, where necessary, the Euronext Market Undertakings shall discuss with LCH.Clearnet SA and, where relevant, with the Settlement Systems to solve the issue in the most efficient manner in order to prevent any undue disruption of the Services.
For all matters linked to Corporate Actions, the Parties commit to cooperate on a best effort basis in accordance with good industry practice to:
-
manage, where possible, such Corporate Actions and related exceptions to reduce market impacts; and
-
coordinate answers further to potential Clearing Member's claims or queries resulting from the application of a non standardised process to a Corporate Action.
14.4
Storage of data
Each Party shall store data (including Transaction Data and Referential Data) in a manner and for the length of time required by applicable Regulatory Requirements. The Parties shall keep other Parties informed of the obligations on each part in this respect.
15.
EARLY TERMINATION
15.1
Termination Events
The occurrence with respect to one of the Parties (the "Defaulting Party") of any of the following events shall constitute a Termination Event:
(i).
a failure by a Party to perform any [ *** ] pursuant to this Agreement which failure] has not been remedied within [ *** ] following notification of default by the other Party (the "Non-Defaulting Party");
(ii).
any representation made by one of the Parties under Article 9.1 of the Agreement proves to have been incorrect in any material respect when made or ceases to be correct;
(iii).
any change in control of [ *** ] or any material part of the assets or activities of [ *** ]. It is understood between the Parties that [ *** ] shall not constitute an early Termination Event for any of the Parties (for the purpose of this paragraph (iii), the notion of "control" is to be construed in accordance with the provisions of Article L.233-3 of the French Commercial Code (Code de Commerce)). For the avoidance of doubt, a change of control of [ *** ] in any form whatsoever shall not be construed as falling within the scope of this Article 15.1(iii);
(iv).
the commencement of a prevention procedure or treatment of businesses' difficulties proceedings governed by French law, or any equivalent procedure governed by foreign law with respect to a Party, including (a) commencement of a composition procedure, (b) commencement of a safeguard procedure, (c) appointment of a receiver, administrative receiver or administrator, by the Competent Public Authority or the Courts,


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(d) commencement of a reorganisation procedure, (e) commencement of a Court-ordered winding-up procedure or any equivalent procedure to those referred to in (a) to (e);
(v).
cessation of LCH Business (notably if LCH.Clearnet SA ceases to carry on all or substantially all of its services), commencement of a voluntary winding-up procedure or any other equivalent procedure;
(vi).
any material change of technology which substantially affects the Cash Clearing Infrastructure when such change did not get a favourable opinion of [ *** ] or was not endorsed by all the relevant Competent Public Authorities;
(vii).
any regulatory change or a Competent Public Authority's written decision makes it impossible or contrary to law for the Euronext Market Undertakings to continue using the Services or for LCH.Clearnet SA to continue providing the Services for a period of [ *** ] when no changes are possible to remedy this illegality pursuant to Article 21 of the Agreement or the Parties could not agree on the necessary changes pursuant to Article 21 of the Agreement in order to take into account these changes; and
(viii).
for LCH.Clearnet SA only, the failure to perform any clearing services with respect to the other Parties [ *** ], other than such obligations arising out of this Agreement, save in the event of manifest error or unless such obligation is subject to a serious substantive dispute when this failure has not been remedied [ *** ].
15.2
Effects
Upon the occurrence of an Termination Event, the Non-Defaulting Party shall be entitled (being understood that the Non-Defaulting Party cannot give notice of the Termination Event if the Non-Defaulting Party is an Affiliate of the Defaulting Party), by notice given to the Defaulting Party specifying the Termination Event applicable, to request the termination of the Agreement pursuant to the termination procedure set out in Article 16 of the Agreement.
When a notice is sent following the occurrence of the Termination Events (i), (ii), (iii), (vi), (vii), (viii], the Parties will meet to discuss the impact of this Termination Event to see whether termination of the Agreement could be avoided. If following this consultation period of [ *** ] or any other time frame agreed between the Parties, no solution agreeable to both Parties could be found, the Non-Defaulting Party will send a new notice to the Defaulting Party specifying the Termination Event, that the Non-Defaulting Party confirms its intent to terminate the Agreement, and the early termination date for the Agreement.
A Defaulting Party will on demand indemnify and hold harmless the other Party for and against all reasonable out-of-pocket money expenses, including legal fees, execution fees and stamp tax incurred by such Party by reason of the enforcement and protection of its rights under this Agreement or by reason of the early termination of this Agreement.
The rights and obligations of the Euronext Market Undertakings pertaining to (i) the governance of LCH.Clearnet SA (pursuant to Article 10 of the Agreement), (ii) their representations within the Product Advisory Group (pursuant to Article 13.1 of the Agreement), (iii) their representations within the Risk Committees of LCH.Clearnet SA and / or LCH.Clearnet Group Limited (pursuant to Article 11.1 of the Agreement), shall remain valid and binding between the Parties only as long as the Agreement remains in force between the Parties unless these rights or obligations are set out in the Articles of Association of LCH.Clearnet Group Limited or in another agreement entered into between the Parties.
16.
TERM AND TERMINATION PROCEDURE
16.1
Termination Date
This Agreement shall terminate on December 31, 2018 if one of the Parties serves a notice of termination no later than one year before the Termination Date confirming the termination by registered letter with acknowledgment of receipt to the other Parties and unless terminated earlier pursuant to the "Early Termination" provision of this Agreement or if the duration is extended pursuant to the terms of Article 16.2 of the Agreement.
16.2
Extension of the duration of the Agreement
At the end of the initial term, unless a Party served a notice of termination no later than one year before the Termination Date confirming the termination by registered letter with acknowledgment of receipt to the other Parties, this Agreement shall remain in force unless and until this Agreement is terminated by any Party serving notice of termination to the other Parties by registered letter with acknowledgment of receipt, provided that such notice of termination must be served no later than one year before the subsequent termination date specified in the termination notice unless the Agreement is terminated earlier pursuant to Article 15 of this Agreement.
The termination of the Agreement shall not release any of the Parties from any other liability that has accrued at the time of termination and does not 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 termination.
16.3
Procedure following Termination


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The Parties shall cooperate in good faith and in their common interests to meet the deadline of the Termination Date, or, if the termination occurs following an early termination pursuant to Article 16 of the Agreement, of the early termination date and to organise the most efficient and secure transfer of the Open Positions and / or the settlement of the Open Positions before the Termination Date or, if the termination occurs following an early termination pursuant to Article 15 of the Agreement, as soon as possible following the notice of early termination sent by the Non-Defaulting Party (a delay which shall not be greater than [ *** ]).
[ *** ]
During such period, the Parties commit and agree to use their reasonable endeavors:
(i).
to cooperate in good faith and in their common interests to establish an exit plan with a timetable for the transfer and / or settlement in order to meet the Termination Date or to proceed as soon as possible following the Termination Date or the early termination date;
(ii).
to ensure an orderly, efficient and safe transfer of the Open Positions to the successor clearing house designated by the Euronext Market Undertakings in respect of each Class of Cleared Financial Instruments;
(iii).
to avoid any disruption of Services in respect of any such Cleared Financial Instruments for the Euronext Market Undertakings and all Members;
(iv).
if relevant, to exchange any existing and available documentation and information that is deemed necessary by each Party, acting in a reasonable manner, for the purposes of enabling the successor clearing house to take over the clearing of the Financial Instruments, provided that LCH.Clearnet SA may license intellectual property, know-how and information to the Euronext Market Undertakings or the successor clearing house, on terms to be agreed between the Parties where such intellectual property, know-how or system information are owned by LCH.Clearnet SA;
(v).
to appoint and dedicate to the above objectives a number of officers and personnel (either internal or external to each Party) that are, in the reasonable opinion of both Parties, necessary to handle the tasks identified and to ensure a mutually satisfactory migration to the successor clearing house and / or settlement of the Open Positions; and
(vi).
to cooperate to provide Members with all the necessary information on the migration and / or settlement processes, its timeline, the collateral management, the risk policies of the respective clearing houses in order for them to be able to give their consents to such transfer.
LCH.Clearnet SA and /or LCH.Clearnet Group Limited agree that they are responsible for the own costs incurred by them for the transfer and / or settlement of the Open Positions including any expenses in relation to the negotiation, preparation, execution and implementation of such transfer and / or settlement and any costs linked to additional resources necessary for the transfer and / or settlement.
Following an early termination pursuant to Article 15 of the Agreement or an extension of the duration of the Agreement pursuant to Article 16.2 of the Agreement, the termination of this Agreement as between LCH.Clearnet SA and any single Euronext Market Undertaking shall not be equivalent to the termination of the Agreement with all the Euronext Market Undertakings.
17.
NOTICES
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 and signed by or on behalf of the Party giving it and shall be served by delivering it by hand, or sending it by pre-paid recorded delivery, special delivery or registered post (airmail if overseas) to the address or sent by facsimile to the number set out in Annex 5 of the Agreement and in each case marked for the attention of the relevant Party (or as otherwise notified from time to time in accordance with the provisions of this Article 17 of the Agreement).
Any notice so served by hand, post or facsimile shall be deemed to have been duly given:
-
in the case of delivery by hand, when delivered;
-
in the case of prepaid recorded delivery, special delivery or registered post, at 10 a.m. on the second Business Day, or in the case of airmail the fourth Business Day following the date of posting; and
-
in the case of facsimile, at the time of transmission.
18.
CONFIDENTIALITY
18.1
Each of the Parties shall, both during and after the arrangements contemplated by this Agreement have terminated:
-
keep confidential all information, whether in written or any other form, which has been disclosed to it by or on behalf of the other Party in confidence or which by its nature ought to be regarded as confidential (including, without limitation, all matters referred to in the Agreement, any business information in respect of the other Party, any information on Euronext Projects, or any Projects discussed within the Product


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Advisory Group) and not disclose any confidential information to, or discuss it with, any third party without the consent of the other Party;
-
procure that its officers, employees and representatives keep secret and treat as confidential all such documentation and information; and
-
not transfer any confidential information to any competing Trading Facility notwithstanding the role of the latter as shareholder or member of the Board(s) of Directors of LCH.Clearnet SA or LCH.Clearnet Group Limited.
18.2
The provisions above of Article 18.1 of the Agreement do not apply to information:
-
to the extent required to be disclosed by any applicable law or by any Competent Public Authority 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 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 actions to avoid and limit such disclosure;
-
to the extent 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 to the other Party or which has been disclosed under an express statement that it is not confidential;
-
disclosed to any applicable tax authority to the extent reasonably required to assist the settlement of the disclosing Party's tax affairs; or
-
published 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 in contravention of these obligations, or to information which the recipient Party can prove was already known to it before its receipt from the disclosing party.
18.3
Where LCH.Clearnet SA or another member of LCH Group admits a Clearing Member for the clearing of transactions executed on non-Euronext Markets, LCH.Clearnet SA and / or LCH.Clearnet Group Limited shall ensure a clear separation of records so as not to allow such member to receive information or Data concerning the Euronext Markets.
18.4
Each Party (i) acknowledges that the confidential information may constitute price sensitive information and that improper use and / or disclosure of any confidential information may give rise to breach of civil and / or criminal laws and regulations, and (ii) agrees not to disclose or use the confidential information in any such improper manner.
18.5
The provision of this Article 18 will survive termination of this Agreement for a duration of three (3) years.
19.
ASSIGNMENT AND DELEGATION
No Party shall take any actions or measures to assign, transfer, charge or otherwise deal with all or any of its rights and / or obligations under or pursuant to this Agreement or delegate the performance of any of its obligations under or pursuant to this Agreement without the prior written approval of the other Parties. Such approval may not to be unreasonably withheld or delayed.
20.
AMENDMENT
20.1
Amendments to the Agreement
No amendment to this Agreement shall be valid unless it is in writing and signed by or on behalf of all the Parties.
Notwithstanding the above, each Party may request a change to any of the Annexes through the Relationship Manager. The latter will prepare a new Annex and submit the new version of the Annex to the Executive Committee for approval. The Executive Committee is empowered, without the signature of a formal amendment, to decide to approve this modification of the Annex and the Parties agree to be bound by the decision of the Executive Committee, which shall be previously and unanimously validated and must be evidenced in a written document signed by all members of the Executive Committee (such document shall contain the content of the new Annex). Once approved by the Executive Committee, the new Annex shall replace the previous one.
Unless expressly agreed, no amendment shall constitute a general waiver of any provisions of this Agreement, nor shall it affect any rights, obligations or liabilities.
20.2
Amendment to the Rules
Each Party may at any time amend its Rules, provided that each Party shall consult with the others in respect of any proposed amendment to any part of the Rules insofar as they are applicable to the performance of Services under this Agreement owed to the Euronext Market Undertaking or that they may have an impact on the provision of the Services by LCH.Clearnet SA.


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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 ability of any of the other Parties properly and fully to comply with their obligations under this Agreement, unless such amendment is required by the Party’s Competent Public Authority or to fulfil legal or taxation requirements.
If a Party becomes aware that any part of its rules (Market Rules or Clearing Rules), or procedures is materially inconsistent with any provision of the other Parties’ documentation, it shall notify the other Party and the Parties shall cooperate to make the necessary amendments to remove the inconsistencies.
It is understood between the Parties that each Party may make the changes which are necessary if required to do so to comply with any Regulatory Requirement or any valid requirement of any Competent Public Authority with jurisdiction over it or authority to regulate its business activities.
21.
CHANGE IN LAW
The Parties agree that in the hypothesis where a new law or regulation would be enacted, or the interpretation of any existing laws or regulations would change, which would render any of the provisions of the Agreement illegal, in whole or in part, the Parties agree to meet within thirty (30) Business Days in order to discuss any amendments to the Agreement which would be rendered necessary in order to take into account these evolutions and to render such provision legal.
22.
FORCE MAJEURE EVENT
If a Force Majeure Event occurs or is in danger of occurring, the Party affected by this Force Majeure Event (the "Affected Party") must promptly notify the other Parties (the "Non Affected Parties") of the cause of the delay or non-performance and the likely duration of the delay or non-performance.
The Affected Party must use reasonable endeavours to limit the effect, delay, non performance or detrimental consequences for the Non Affected Parties resulting from these circumstances. Pursuant to Article 4.4 of this Agreement, the Parties shall organise in order to be constantly ready to manage effectively the occurrence of any major, sudden and exceptional event affecting concurrently or separately either Party's ability to conduct effectively its business functions or LCH.Clearnet SA’s ability to perform the Services.
Following the occurrence of a Force Majeure Event, the Parties shall meet as soon as possible in order to seek to resolve the issue to limit as much as possible the detrimental effects for the Non Affected Party.
No Party shall be liable to the other Parties for any delay or non-performance of its obligations under this Agreement arising from any Force Majeure Event when it has notified the other Party. The Affected Party shall however indemnify the Non Affected Parties for damages or indemnities that they would have to pay to third parties as a consequence of delay or non performance.
If performance is not resumed within thirty (30) days after the notice of the Force Majeure Event was sent, the Non Affected Party may terminate this Agreement immediately by written notice to the Affected Party.
23.
FEES
[ *** ].
These new Clearing Fees will be applicable from the Commencement Date until the termination date of the Agreement unless agreed upon between the Parties.
24.
CONFLICTS OF INTERESTS
The members of the Boards of Directors of LCH.Clearnet SA and LCH.Clearnet Group Limited and the members of the Risk Committee of LCH.Clearnet SA and of LCH.Clearnet Group Limited will be subject to relevant conflicts of interests provisions of either (i) the Articles of Association of LCH.Clearnet Group Limited or (ii) the Règlement Intérieur of LCH.Clearnet SA (see the relevant conflict of interest provisions contained in the Articles of Association of LCH.Clearnet Group Limited as of the Commencement Date attached as Annex 9 of the Agreement; the same provisions are reflected in the Réglement Intérieur of LCH.Clearnet SA).
25.
MISCELLANEOUS
25.1
Language
Unless it is required otherwise by any Regulatory Requirements or by any Competent Public Authority, all communications between the Parties including notices, emergency support contacts, documentation, reports and other written papers, or emails between the Parties are to be drafted in English unless otherwise agreed between the Parties or their employees.
25.2
Legal Relationship


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Nothing in this Agreement shall constitute or be deemed to constitute a partnership or joint venture between the Parties nor shall anything in this Agreement constitute or be deemed to constitute any Party the agent of any of the other Parties for any purpose.
25.3
Entire agreement and compliance with the Annexes
This Agreement, including the Annexes hereto, sets out the entire agreement and understanding between the Parties in respect of the subject matter of this Agreement.
The Parties shall, in providing each of their obligations under this Agreement, comply with the terms of each Annex, which form part of the Agreement.
Each Party acknowledges that in entering into this Agreement it is not relying upon any pre-contractual statement, other than the Cash Clearing Head of Terms, that is not set out in this Agreement. In relation to the subject-matter of this Agreement, except in case of fraud, no Party shall have any right of action against any other Party arising out of or in connection with any pre-contractual (draft, agreement, undertaking, representation warranty promise, assurance, statement, including the Cash Clearing Head of Terms) except to the extent that it is repeated in the Agreement.
25.4
Severability
If any provision of this Agreement is held to be invalid or unenforceable, then such provision shall (so far as invalid or unenforceable) be given no effect and shall be deemed not to be included in this Agreement but without invalidating any of the remaining provisions of this Agreement unless this provision is of a material nature.
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.
25.5
Waivers
No failure or delay by any Party in exercising any right or remedy provided by law or pursuant to this Agreement shall impair such right or remedy or operate or be construed as a waiver or variation of it or preclude its exercise at any subsequent time and no single or partial exercise of any such right or remedy shall preclude any other or further exercise of it or the exercise of any other right or remedy.
25.6
Governing Law
This Agreement and all non-contractual or other matters or obligations arising out of or in connection with it shall be governed by, and interpreted in accordance with, French law.
25.7
Jurisdiction
Any dispute arising from or connected with this Agreement, including a dispute regarding the existence, validity or termination of this Agreement, or the consequences of its nullity, will be submitted to the exclusive jurisdiction of the Paris Commercial Court.

Signed in 8 originals.


For the Parties within LCH Group



________________________
LCH.CLEARNET SA
Signed by:
Title:
Date:

________________________
LCH.CLEARNET GROUP LIMITED
Signed by:
Title:
Date:




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For the Euronext Market Undertakings.



________________________
EURONEXT BRUSSELS S.A. / N.V.
Signed by:
Title:
Date:

(1)________________________
(2)________________________
EURONEXT AMSTERDAM N.V.
Signed by (1):
Signed by (2):
Title (1):
Title (2):
Date:


________________________
EURONEXT PARIS S.A.
Signed by:
Title:
Date:
________________________
EURONEXT LISBON – SOCIEDADE GESTORA DE MERCADOS REGULAMENTADOS S.A.
Signed by:
Title:
Date:


________________________
LIFFE ADMINISTRATION AND MANAGEMENT
Signed by:
Title:
Date:

ANNEX 1 – SERVICE LEVEL ANNEX

1.
CASH OPERATIONS
1.1
Transaction management and transaction data management
All exchange of information and Service Level Targets related to Transaction Management and Transaction Data management are listed in Appendix 1A.
Technical description of the systems, protocols, communication processes and associated measurement methods supporting those business functions for EMUs are described in Appendix 1B.
1.1.1
Transaction management
The Service of Transaction Management consists of a number of tasks, which are described below:


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Transaction Data collection is the process by which LCH.Clearnet SA collects Transaction Data (trade messages or files) that are transmitted by the EMUs;
Transaction Data recording is the process by which LCH.Clearnet SA records in the Cash Clearing Infrastructure the Transaction Data received from the Trading System, such as described in the Clearing Rules;
Transaction Data creation and reporting is the obligation, following the exercise of an option by a Clearing Member on the Euronext Continental Derivatives Markets to send messages to the relevant EMUs;
Transaction Data deletion is the process by which trades recorded in the Cash Clearing Infrastructure are deleted following an automatic or manual action following an express request from any EMUs, and in accordance with the Clearing Rules;
Transaction Data storage is the process by which LCH.Clearnet SA archives historical Data regarding all trades processed; and
Transaction Data retrieval is the process by which LCH.Clearnet SA renders available to the EMUs the complete details of Transactions Data recorded and stored.
1.1.2
Product reference information and miscellaneous data
The EMUs provide LCH.Clearnet SA with the Referential Data relating to Cleared Financial Instruments.
The Parties shall have the resources available and point of contact to manage in the shortest timeframe issues or errors related to Referential Data.
The EMUs provide LCH.Clearnet SA with all the documentation they disseminate to their Trading Members related to changes to Referential Data. LCH.Clearnet SA shall not modify the information set out in the Referential Data pursuant to a separate market data agreement.
LCH.Clearnet SA has to offer Clearing Services to new Financial Instruments [ *** ] after being requested to do so by an EMU. LCH.Clearnet SA takes into account addition, deletion, and modification of the said Financial Instruments in its Cash Clearing Infrastructure in a way that is coordinated with the EMU's actions. If there is an error in the Referential Data, LCH.Clearnet SA will contact the EMUs for confirmation upon becoming aware of the error. However, and for the avoidance of doubt, the Parties acknowledge that LCH.Clearnet SA assumes that Referential Data are correct and that it can therefore fully rely on it.
LCH.Clearnet SA may ask the EMUs to suspend the trading of a Cleared Financial Instrument in case of error in the Referential Data affecting:
Financial market
Trading currency
Lot size
Guarantee indicator
Quotation security group (if financial market is wrong)
Security type (if main securities type is wrong).
LCH.Clearnet SA may ask EMUs to send new Referential Data relating to the Cleared Financial Instrument without its suspension for trading in case of error in the Referential Data affecting one of the followings:
CSD


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Clearing currency
Nominal currency
Quotation security group
Security type.
If the EMUs agree with the interpretations of LCH.Clearnet SA it shall send the new Referential Data pursuant to its [ *** ] and to the extent the request from LCH.Clearnet SA is received at [ *** ].
Trade cancellation
Should an EMU request the cancellation of Transactions registered within the Cash Clearing Infrastructure [ *** ] the specific procedure defined by the Parties in the Appendix 1C shall apply.
1.2
Incident and Serious Incident Management
The Parties have internal dedicated Incident Management and escalation procedures and agree to cooperate to resolve and manage Incidents and Serious Incidents. It should be noted that even if an Incident is not similarly qualified by the Parties, they undertake to dedicate the required resources to manage and solve the Incident. For any request or verification regarding the normal service provision not related to an Incident or Serious Incident, the Parties shall contact each other directly outside Incident or Serious Incident procedure.
Depending on the severity of the Incident, 3 specific processes for managing Incidents and Serious Incidents are defined:
Incident Management: managed under business as usual processes
Serious Incident Management ("SIM")
Crisis Management under each Party’s Business Continuity Plan
1.2.1
Incident Management
When LCH.Clearnet SA or EMUs identify an Incident which potentially impacts the other Parties: [ *** ]
Any Incident can be escalated into Serious Incident depending on the evolution of the situation.
1.2.2
Serious Incident Management ("SIM")
1.2.2.1
General principles
The objective of a SIM process is to facilitate the restoration of normal Service operations as quickly as possible and to minimize risks and impacts on business operations of the Parties, thus ensuring that the best possible levels of Service (quality and availability) are maintained under the circumstances due to the Serious Incident.
All discussions and exchange of information occurring in the course of the SIM are strictly confidential and cannot be shared with third parties (including Members but excluding subcontractors used by each Party to provide their respective services) not authorized to be part of this process.
The SIM can be invoked [ *** ]
Any Serious Incident can be escalated to Crisis Management depending on the evolution of the situation.


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1.2.2.2
Escalation process between the Parties
As per internal processes, the Party impacted by a Serious Incident or unusual market events (failure of a Trading Member, high volatility, volume peaks…) triggers its escalation procedure.
Depending on the Incident type and impacts, the impacted Party shall alert as soon as possible the other Party:
[ *** ]
During all the time of resolution of a Serious Incident and until the return to normal trading / clearing conditions:
Both Parties are kept informed through the communication channels described herein.
Both Parties shall have the required resources available for the resolution of the Serious Incident and work together until return to normal market / trading conditions and the Service is fully restored.
When the Serious Incident is resolved, the SIM process is ended.
1.2.3
Escalation process: Crisis Management
If required by the circumstances, either Party may choose to escalate from SIM to Crisis Management. The Party deciding to invoke Crisis Management must notify the other Party [ *** ] through the usual communication channel.
The participants of the crisis management team of both Parties shall then meet, either physically, via teleconference or via videoconference, no later than [ *** ] after the Crisis Management has been invoked.
The participants will decide on the respective corrective actions to be taken by each Party and, if necessary, on external (e.g. Competent Public Authorities, Members) communication to be performed. They will also decide on subsequent meetings and when necessary on the conditions to terminate the Crisis Management.
1.2.4
Activation of Business Continuity Plan ("BCP") or Disaster Recovery Plan ("DRP")
Should either Party decide to activate its BCP or DRP, it shall notify [ *** ], and provide estimates of the likely impacts on Services, as well as an estimate of the timeframe before restoration of normal Services.
1.3
Service Level [ *** ] reporting
Each [ *** ] LCH.Clearnet SA shall prepare a report measuring the Services in accordance with the template report in Appendix 5A and with Appendix 1A.
1.4
System capacity planning
LCH.Clearnet SA shall ensure that its IT infrastructure has at all times sufficient capacity and processing capability to meet the EMUs’ requirements.
By [ *** ], the Parties agree on the level of capacity and the Executive Committee approves the [ *** ] Capacity Plan.
Appendix 1A of this Service Level Annex ("SLA") indicates the level of capacity currently supported. In 2013, LCH.Clearnet SA will work jointly with the Euronext Market Undertakings to define an approach and subsequently engage into a Project to increase the peak capacity of the Cash Clearing Infrastructure from [ *** ] as soon as technically feasible after the entry into force of the Agreement. Each Party will [ *** ] to adapt, change, up-grade and perform all necessary actions to their respective systems to effectively implement the capacity increase.


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2.
MEMBERSHIP
The Parties shall cooperate for the on-boarding of new TMFs and the subsequent actions required in case of modification of their clearing set up. The Parties shall also cooperate to manage the suspension and/or termination of one of their respective Members, whether voluntary or following a default.
Service hours: 9:00am to 6:00pm CET on each Business Day except local bank holidays.
Weekly follow up: by conference call, managed by the EMUs to address any pending Membership files listed in the file prepared by the EMUs in advance of the conference call.
2.1
Creation of a new TMF and extension of trading activities of a TMF
The creation and extension of activity of a TMF are subject to a common procedure, with the exception of the timeframes which can be shorter in case of Extension of activity.
For the avoidance of doubt, "Extension of activity" shall mean the addition of a Euronext Market to the trading capacity of a current TMF.
2.1.1
Procedure for configuration on test environment
Following the approval by the relevant EMU’s Board of Directors when it is a creation or the receipt of a request for extension of activity from the TMF, the EMUs shall send to LCH.Clearnet SA a Request for configuration on test environment (See Appendix 2A of the SLA).
Upon receipt of the Request for configuration, LCH.Clearnet SA shall obtain from the Clearing Member the configuration parameters of the TMF including the account structure document which is required for the test environment configuration.
LCH.Clearnet SA will use its best endeavours to receive the information from the Clearing Member within [ *** ]. If LCH.Clearnet SA cannot obtain the required information, it shall inform the EMUs, during the next [ *** ], of the reasons for this lack of information.
LCH.Clearnet SA’s Membership department shall send the TMF notification (see Appendix 2B) to EMUs and to LCH.Clearnet SA’s Operations Department:
LCH.Clearnet SA’s Operations department shall configure the Cash Clearing Infrastructure to be effective on the next [ *** ] ("Green light").
Once the EMUs have received the Green light, the EMUs shall open the trading authorizations of the impacted TMF.
From [ *** ], the Cash Clearing Infrastructure of LCH.Clearnet SA and the Trading System of the EMUs will be configured, offering a test environment to the new TMF to carry out end-to-end tests (from order entry to settlement), generating no anomalies in post-trading systems.
The testing being mandatory pursuant to the Market Rules, LCH.Clearnet SA undertakes to perform any end to end (from order entry to settlement) test requested by the Clearing Members on the test environment - with each new TMF.
2.1.2
Procedure for configuration on the production environment
Once all required tests have been performed to the satisfaction of the EMUs and that LCH.Clearnet SA has confirmed the receipt of all required documents, i.e. Declaration of Compliance Clearing, Power of Attorney and/or the Declaration of compliance Settlement (if applicable), a go live date on the production environment will be proposed to the TMF.
The configuration process on both test and production environments is summarized as follows:


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Action Environment
Creation of a new TMF
Extension of a current TMF
EUA
Configuration in Cash Clearing Infrastructure within [ *** ] upon receipt of Account Structures
Configuration in Cash Clearing Infrastructure within [ *** ] upon receipt of Account Structures
Production
Confirmation of the go live date:
o    with at least [ *** ]
o    on [ *** ]
o    to the extent LCH.Clearnet SA has received the confirmation from the Clearing Member

Confirmation of the go live date:
o    with at least [ *** ], if additional information are required
o    within, [ *** ] at least if it is standard
o    on [ *** ]
o    to the extent LCH.Clearnet SA has received the confirmation from the Clearing Member
2.2
Change of Clearing Member
This process is only managed between LCH.Clearnet SA and the involved Clearing Members.
Upon receipt of the official documents provided by the relevant Clearing Members, LCH.Clearnet SA sends a TMF Notification to EMUs with the details for the change (including the name and member ID of the new Clearing Member), the list of the impacted markets and the expected effective date of the change.
Thanks to this input, the EMUs are able to update its/their Trading Members database in due time.
2.3
Suspension of TMF
2.3.1
Planned by anticipation, upon request of a TMF or a Clearing Member
2.3.1.1
Partial Suspension
Upon request of a TMF to suspend its trading activities on one or several Euronext Markets, the relevant EMUs shall send a [ *** ] to [ *** ].
Upon request of a CMF to suspend a clearing sponsorship link with a TMF, LCH.Clearnet SA shall [ *** ].
Then, a [ *** ] to remove the impacted trading authorisations in due time. The EMUs manage the update of the trading access will be managed on [ *** ].
The EMUs issue a Membership Announcement (see Appendix 2C) indicating the status of the TMF as from the TMF date of suspension.
2.3.1.2
Global Suspension
Upon request of a TMF to suspend its trading activity on all Euronext Markets, the EMUs send a [ *** ]. Upon request of a CMF to suspend a clearing sponsorship link with a TMF, LCH.Clearnet SA shall [ *** ].
A global suspension request will terminate the TMF trading activity. This termination of activity will either be managed through a definitive termination of membership or considered as an inactive membership on Euronext Markets, kept for marketing purposes or for activity on another market for which no post-trading services are required. However, LCH.Clearnet SA will not de-configure the suspended TMF from the Cash Clearing Infrastructure as long as Open Positions belonging to the TMF remain registered within the Cash Clearing Infrastructure under the CMF’s account structure. In any case, upon a global suspension, EMUs shall issue a Membership Announcement to confirm the status of the TMF as from its date of suspension.
2.3.2
Emergency TMF suspension


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2.3.2.1
TMF Default
Upon confirmation by the TMF, or as per a public information confirmed by the impacted TMF of Default of a Trading Member (bankruptcy filing or equivalent procedure), the EMUs shall send to LCH.Clearnet SA [ *** ]. EMU shall purge the order book and then suspend trading authorisations.
Upon receipt of the TMF De-Configuration form, LCH.Clearnet SA shall: [ *** ].
EMUs shall issue a Membership Announcement to confirm the status of the TMF as from this date of suspension.
2.3.2.2
Clearing Member Default
See Joint Default Procedure in Appendix 2E.
2.4
Database management
Each Party maintains an up-to-date TMF and Clearing Member database. Each Party undertakes to maintain consistency between the Member databases for all information that are of common interest, including Member codes.
The Parties agree that the EMUs have signed a contract with Euroclear Group dedicated to the codification of the TMF. The TMF codes are provided to LCH.Clearnet SA through the TMF Configuration Form (see Appendix 2D).
The Parties commit to include accurate Members code in all exchange of documents.
The EMU’s membership Database is updated with LCH.Clearnet SA through regular meetings:
[ *** ] follow up, by conference call with LCH.Clearnet SA and EMUs.
[ *** ] checks: if necessary, by conference calls and/or exchange of e-mails on the basis of the extract of LCH.Clearnet SA database, provided by operations department on a [ *** ] basis
2.5
Freeze periods
In specific circumstances, LCH.Clearnet SA may decide that its test and production environments will not be updated for a specific period of time (Freeze period). This may then prevent LCH.Clearnet SA to provide the EMUs with the Services related to the membership administration process. This decision will not affect the Services to be provided in case of request for emergency suspensions and for all processes associated with the joint default procedure.
Freeze periods should not exceed :
-
for the production environment: [ *** ]
-
for the test environment: to be agreed between the Parties for each Project
The Service Level Target associated with the addition amendment or removal of Clearing Members and/or TMFs will be suspended for the duration of all freeze to the extent the freeze period has been agreed between the Parties.
The Clearing Members shall be notified of any freeze period at least [ *** ] in advance with all required information (e.g. info flash and all information sent to Clearing Members).
2.6
Membership Service Level [ *** ] reporting
The [ *** ] Service review will report on the various timeframes within this chapter including:
Deadlines for go live dates
Deadlines for receipt of inputs for test environments
Feedback on the non-received clearing inputs


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Feedback on the [ *** ] end-to-end tests undertaken by LCH.Clearnet SA
3.
PROJECTS
3.1
Projects organisation and governance
3.1.1
Types of Projects and BAU activity
Projects are related to infrastructure, business development or Regulatory Requirements (which may include mandatory audits). However some initiatives may not be categorized as Projects by the Parties as they may only have a Business as Usual impact ("BAU").
For purposes of this section BAU is defined as an initiative:
having no [ *** ] e.g. no system impacts other than adding or updating) Cleared Financial Instruments (following Corporate Actions); and
requiring no software changes from LCH.Clearnet SA; and
incurring no [ *** ].
Should the Operational Committee assess that a BAU request may impact the other Parties, this request shall be discussed at the Programme Steering Committee.
The various communication channels for each category of Projects are described in the following matrix:
Project types and relevant contacts:
PROJECT TYPES
EMUs
LCH.CLEARNET SA
Infrastructure Projects
Head of Projects
Head of Projects, Head of IT, Business Contact
Product development Projects
Head of Projects
Head of Project, Head of IT, Business Contact
Regulatory Projects
Head of Projects
Head of Projects, Head of IT, Business Contact
BAU for EMUs requiring Project from LCH.Clearnet SA
Head of Operations and Head of Projects
Head of Projects, Head of IT, Business Contact
BAU for LCH.Clearnet SA requiring Project planning from EMUs
Head of Operations and head of Projects
Head of Projects, Head of IT, Business Contact
When the Operational Committee reaches the conclusion that a request is not BAU, the EMUs expect that the Operational Committee ensure that Operations on both sides are made aware of it and inform the Programme Steering Committee that this request should be treated as a Project. Within 5 Business Days, LCH.Clearnet SA is expected to provide information / explanation to the EMUs on why it is not BAU or why LCH.Clearnet SA needs more time before coming back on the request.
For the sake of clarity, requests for changes regarding the [ *** ], do not need to be notified to the Programme Steering Committee, such a request being BAU.
Should LCH.Clearnet SA believe a Financial Instrument does not [ *** ] parameters listed above: :
LCH.Clearnet SA shall notify the Programme Steering Committee of this assessment and provide the Programme Steering Committee with objective criteria justifying its decision;


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the EMUs may give additional information or clarification if its believes that the assessment was not made based on relevant information or due to lack of relevant information;
the EMUs shall provide further information or clarification;
If the Parties continue to disagree either Party may trigger an escalation procedure to the Executive Committee for decision;
In case the request for the clearing of [ *** ] is not addressed by the existing Risk policy and/or if an opinion of LCH.Clearnet SA’s Risk Committee is required, LCH.Clearnet SA shall present the request to the Risk Committee and shall provide feedback to the EMUs within a maximum period of [ *** ] following the day on which a complete request is addressed to LCH.Clearnet SA.
3.1.2
Programme Steering Committee
The Programme Steering Committee will meet [ *** ] to track status of existing Projects and manage any issues which may arise out of initiating or implementing a Project. The Programme Steering Committee is chaired by the EMUs Head of Projects who will organise meetings and agendas.
The meeting will have a standard agenda which is expected to include notably, but not exclusively, the following topics:
High level status review of all ongoing Projects along with their impacts (if any) on Services;
Review of risks or issues which are significant from a Project perspective and identification of any corrective action if required;
Any material changes arising in respect of the existing programme plan, including the relative prioritisation of Euronext Projects;
Any new initiatives/proposals which may have emerged since the previous Programme Steering Committee meeting.
Details concerning the above-mentioned changes may be shared and discussed ahead of the meeting, and progressed between the [ *** ] meetings.
Updates and information regarding the scope, risk and issues of the Projects are reported in the Programme Steering Committee. The Parties agree to exchange any relevant information of urgent or material nature as soon as it arises and which may impact any Project reviewed as part of the Programme Steering Committee.
The Programme Steering Committee is composed of:
the Head of Programmes of each Party responsible for the overall Projects initiated and implemented with the other Parties;
Project managers required for Project specific discussions; and
The Relationship Managers and Business Contact(s).
Each Party will ensure that its representatives attending the Programme Steering Committee have the appropriate level of knowledge and seniority to take decisions. The Programme Steering Committee may take place even if not all members are present as long as at least a duly representative of Project on both sides (LCH.Clearnet SA and the EMUs) is present.
3.1.3
Escalation Process
The Programme Steering Committee will review all outstanding issues and risks related to on-going and planned Projects as identified in the pre-meeting agenda. If issues are not resolved in a satisfactory manner, each Party might request the resolution of the issue by the Executive Committee.
Once a material issue has been identified and recorded as being unresolved, the Parties will make their best efforts to find an acceptable solution within 2 weeks. If the Parties come to the conclusion that they are


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unable to resolve an issue, they will send a request to the Executive Committee who will need to respond within a period of 2 to 4 weeks depending on the severity of the issue.
If the Executive Committee is not able to resolve the issue the escalation procedure described in the Agreement will be followed.
3.1.4
[ *** ] Capacity Plan
The Parties agree to adopt an [ *** ] Capacity Plan which enables them to plan the resources and timetables for key Projects and initiatives.
End of September, the EMUs shall provide a list of initiatives with an impact on Clearing Services;
End of September, LCH.Clearnet SA shall provide a list of initiatives which may impact the EMUs;
End of October, the EMUs will provide information on the practical impact of Projects initiated by LCH.Clearnet SA on its business and identify whether they can be accepted, whether more details are needed or whether escalation is needed;
End of October, LCH.Clearnet SA will provide feedback on the list of key initiatives for the forthcoming year and available resources to enable the Parties to agree on a list of Projects planned to be undertaken in the forthcoming year;
In November an update will be provided reflecting the result of the Project planning for the forthcoming year based on the actual budget and planning outcome at the EMUs; and
The exchange of information in September, October and November is made through the Programme Steering Committee and is presented in November to the Executive Committee for validation (including the order of priority between Euronext Projects and Projects initiated by LCH.Clearnet Group Limited and their respective impacts).
Any adjustments to the [ *** ] Capacity Plan for Projects and additional Projects will be decided and agreed upon between the Parties by the Programme Steering Committee. If the Parties consider that the additional Projects are material or may impact the order of priority validated by the Executive Committee, the latter will be required to review these changes as soon as possible (and in any event, a period which shall not, unless otherwise agreed between the Parties, be longer than [ *** ] starting from the date when LCH.Clearnet SA has received all available information) on the basis of the information required by LCH.Clearnet SA and listed in the paragraph 3.2.1 of the Service Level Annex. If needed, the Executive Committee will hold an exceptional meeting to address this issue and consider the next steps.
3.2
Project phases
3.2.1
Initiating Projects
The same process for initiating a Project applies whether the Project has been approved in the [ *** ] Capacity Plan or is a new Project.
3.2.1.1
High level feasibility check
Prior to initiating a Project and dedicating any resource, the Parties may want to request a high level feasibility check:
The EMUs shall initiate a high level feasibility request by sending an email to the members of the Programme Steering Committee with, to the extend they are available, the following information:
1.
General business model and/or description of the change
2.
Financial Instruments: characteristics (type of Financial Instruments and Corporate Action), trading flows (including Transaction Data and Referential Data)
3.
Information on Trading Facilities: including but not limited to trading session features (including opening hours), trading flows and other relevant information


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4.
Position management: additional constraints (Segregation...)
5.
Settlement: additional constraints
6.
Interfaces changes
LCH.Clearnet SA may request additional information which, if readily available, shall be delivered within 10 Business Days from the date the high level feasibility check has been requested.
When LCH.Clearnet SA provides timelines on when it expects to come back it may indicate that the feedback will be provided within more than [ *** ], LCH.Clearnet SA undertakes to provide a confirmation of the follow-up including timelines.
Following completion of the information exchange process and definition of the scope of the contemplated Project, LCH.Clearnet SA will provide on a proactive basis regular updates to EMUs regarding all on-going actions carried out within LCH.Clearnet SA.
LCH.Clearnet SA shall provide the following answers regarding the high level feasibility checks within [ *** ] following completion of the high level feasibility check:
1.
whether the change is feasible and pursuant to which conditions;
2.
if the change would have an impact on LCH.Clearnet SA;
3.
impact assessments of the change (large/medium/small) on other systems used to provide the Services, on security and business continuity, on human resources necessary to support the business;
4.
the above information will be used to decide whether the Project will be initiated;
5.
whether a cost should be borne by the EMUs.
When the above phase is completed, the Parties should be in a position to issue a document including the following elements:
Summary of the impact analysis performed
Rough costs estimates
Key elements of the business case
High Level planning
Then the Programme Steering Committee will decide on the opportunity to launch the Project which shall however be further approved by the respective decision making body of both Parties.
3.2.1.2
Project initiation
EMUs shall initiate a Project by submitting a Project initiation form to the members of the Programme Steering Committee (Template of the Project request template form can be found in Appendix 3A). The date of submission of the filled form shall be considered as the Project initiation date.
LCH.Clearnet SA shall acknowledge receipt of the request and revert by requesting any necessary or missing information within [ *** ] following receipt of the project initiation form.
As from the reception by LCH.Clearnet SA of the whole list of documents and information requested (subject to availability), LCH.Clearnet SA shall provide the EMUs with its final decision answers regarding the impacts, costs, and planning of the Project within a [ *** ].
3.2.1.3
Project costing methodology


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As a principle, LCH.Clearnet SA shall use its best efforts to make resources available to carry out feasibility studies requested by the EMUs. If it is impossible for LCH.Clearnet SA to allocate necessary resources to a new Project, LCH.Clearnet SA should provide explanations to the Programme Steering Committee on this impossibility. LCH.Clearnet SA shall estimate the amount of investment it will need to develop and carry out these Projects.
Based on these estimates, LCH.Clearnet SA shall obtain internal approval to proceed with the Project.
LCH.Clearnet SA may consider that its proposed business case based on the assessment of costs and benefits does not allow LCH.Clearnet SA to recoup its investment and requires that the EMUs contribute to the investment costs of such a Project.
In such cases, LCH.Clearnet SA shall identify the costs that should be borne by the EMU in order to go ahead with the Project. In such a case it is requested that:
Such feedback is provided by LCH.Clearnet SA, in order to enable EMUs to include such costs into the overall review of feasibility / ROI of the Project;
If the Project is not defined in the road map shared with LCH.Clearnet SA before annual budget allocation, [ *** ] will be required by LCH.Clearnet SA, from the reception by LCH.Clearnet SA of the list of available documents and information requested to provide the feedback to EMUs identifying if additional costs would be associated with the request.
The feedback from LCH.Clearnet SA shall include:
the key factors and assumptions used to build the Business case by LCH.Clearnet SA, which lead to the proposal for the EMUs to bear the Project costs; and
the estimated costs and the detailed breakdown of the costs & resources proposed to be allocated to the EMUs’ Project.
3.2.1.4
Change Request to on-going Projects
Change request for Projects which are already on-going, with committed Planning, Cost and resources, is delivered to the Programme Steering Committee by submitting the Change Request (CR) form. Template of the form can be found in Appendix 3B.
Request for change should be properly documented in a timely manner. Responses should be provided within a maximum of [ *** ] in case of material requests requiring additional feasibility studies and [ *** ] for non-material requests.
3.2.2
Implementing a Project
3.2.2.1
Priorities and timelines
Priorities and timelines are defined in the [ *** ] Capacity Plan and may be modified through the Programme Steering Committee.
LCH.Clearnet SA shall make its best efforts to meet those pre-identified timelines and allocate appropriate and sufficient resources.
LCH.Clearnet SA shall treat any EMUs request for initiating a Project in a fair and equitable manner and shall not treat Euronext Projects in a less favourable way than Projects initiated by other Trading Facilities (notably as to resources allocated and timeframe).
During the implementation, should LCH.Clearnet SA change the resources allocated, LCH.Clearnet SA shall report to the Programme Steering Committee and in those cases where the resources were charged to the EMUs, LCH.Clearnet SA should provide a report on costs and timelines of these costs.
If the Parties disagree on resource allocation and on the Project timetable, the Programme Steering Committee shall escalate the issue to the Executive Committee in accordance with Article 8.5 of the Agreement.


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3.2.2.2
Individual Project management
The Parties shall appoint individual Project managers for each Project. The Project managers shall manage the Project in accordance with the Party’s Project methodology and are responsible for the Project deliverables, allocating roles and responsibilities and managing risk and issues.
The Project manager shall be available and the Parties ensure that appropriate back up and continuity is in place in case of absence for more than a week of a Project manager on a specific Project or during identified Project milestone and critical dates, which are identified ahead of time. Should such case arise it is expected that the Party:
1.
notifies the corresponding Project manager of the other Party, and
2.
if requested by the other Party provides for a replacement Project manager for the time of absence.
3.2.2.3
Testing
As from the Commencement Date, the Parties will inform each other of the availability of the EUA platform (including business hours).
In the course of the 2013, EMUs commit to decide on a plan to improve the stability of their EUA test environment including the reporting to LCH.Clearnet SA. This plan shall be discussed and followed up within the Programme Steering Committee and be treated as a Project. During the consultation on this Project, the Parties will discuss the proper functioning of the EUA platform, and will ensure that the necessary tests of the changes introduced have been successfully performed prior to releasing into production environment. During this discussion, the Parties will discuss the IT SLA that the EUA platform has to achieve and define the technical SLA that will apply.
In case of Projects, that are Euronext Projects for the EMUs only, LCH.Clearnet SA commits to provide relevant regression testing to ensure adequate running of the testing in EUA, valid green-light for production, and ensure continuous operational and functional availability and running of the Production environment following the implementation of the Project / changes.
If after performing testing and LCH.Clearnet SA providing green light for go-live, an Incident is raised by LCH.Clearnet SA, the latter shall provide information concerning the impact, criticality and reasons why such issue was not detected during the testing.
The EMUs in case of Incidents impacting LCH.Clearnet SA and its Clearing Members shall use its best efforts to resolve the Incident in production as soon as possible.
In case of an unplanned requirement (changes or Projects) from the EMUs which requires testing by LCH.Clearnet SA, the EMUs shall inform LCH.Clearnet SA of its needs relating to testing. LCH.Clearnet SA will use its best endeavours to organize testing for this change or Project and will provide an answer on whether and how they can address the request in due time. Should the answer provided by LCH.Clearnet SA not be satisfactory for the EMUs, the request will be escalated to the Executive Committee.
3.2.3
Service Level [ *** ] reporting
The [ *** ] service review will report in accordance with Appendix 5A.
4.
BUSINESS CONTINUITY
4.1
Continuity of Service
4.1.1
Purpose
The Parties acknowledge the need for each of them to be constantly ready to manage effectively the occurrence of any major, sudden and exceptional event affecting concurrently or separately either Party's ability to conduct effectively its business functions.
In order to reach these objectives, EMUs and LCH.Clearnet SA each maintain Business Continuity Plans and Disaster Recovery Plans and shall cooperate in the business continuity framework as described below.


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The Service Levels are described in Appendix 4B
4.1.2
Business Continuity
The internal policies of each Party shall, in accordance with Regulatory Requirements and Good Practice, include provisions pursuant to which the Parties shall:
assess their own risks ("Risk Assessment") according to their own business impact analysis;
produce, maintain and test their business continuity plans ("BCP");
produce, maintain and test their disaster recovery plans ("DRP"); and
implement the means in accordance with all plans defined.
4.1.3
Business Continuity – Resources and Processes
The minimum requirements for the Parties are as follows:
More than one location from where to execute business operations
More than one location from where to run IT operations
2 data centres
As much as possible, each critical or vital process must have a fall-back procedure as defined (see Appendix 4C)
4.1.4
Business Continuity – Disaster Recovery Tests
4.1.4.1
Principles
The Parties agree to periodically test the technology and systems used in their secondary data centres to ensure they can resume their operations in case their primary data centres are disabled by a catastrophic event. This type of test is referred to hereafter as a "Unit DRP test".
The Parties also agree to periodically test the compatibility and interoperability of their systems used in their primary data centres with respect to the other Party’s systems used in the other Party’s secondary data centres. This type of test is referred to hereafter as a "Joint test".
4.1.4.2
Unit DRP tests
The Parties shall organize independently and periodically their own Unit DRP tests. Such tests shall require neither common planning nor reporting to the other Party.
4.1.4.3
Joint DRP tests
4.1.4.3.1
Joint DRP tests of LCH.Clearnet SA’s systems
Joint tests aim at demonstrating LCH.Clearnet SA’s capability to provide its Bilateral Services from its secondary data centre, during one Business Day.
Such Joint test shall be conducted successfully [ *** ], i.e. in case such test did not reach its core objectives as defined in the corresponding test plan a new test shall be held no later than [ *** ] was held.
The organisation of such Joint tests is described below in the paragraphs "Planning for Joint tests" and "Reporting and debriefing for Joint tests".
4.1.4.3.2
Joint DRP tests of the EMU’s systems


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Joint test aim at demonstrating the EMU’s capability to operate their regulated markets from their secondary data centre, for the duration of a Business Day, as well as to demonstrate LCH.Clearnet SA’s capability to provide its Bilateral Services from its primary data centre, under the same circumstances.
The organisation of such Joint tests is described below in the paragraphs "Planning for Joint tests" and "Reporting and debriefing for Joint tests".
4.1.4.4
Planning for Joint tests
LCH.Clearnet SA and the EMUs shall define jointly and each [ *** ] a roadmap for the joint testing of their respective DRPs (See Appendix 4A for a Joint DRP Test roadmap and report template). An additional test "on demand" could be required by a Party provided that this additional test has been requested at least three months before the proposed testing date.
For each Joint test the Parties shall produce and share a test plan. A test plan is composed of the test scenario and its schedules, as well as a clear description of the test’s core objectives and acceptance criteria. Several working sessions could be planned according to the Parties needs in order to produce the test plan.
4.1.4.5
Reporting and debriefing for Joint tests
For each Joint test the Parties shall:
Produce a report which will be produced by the Party designated during the preparation working sessions and sent to the other Party within [ *** ] of the completion of the test;
Organize a debriefing meeting within [ *** ] after the test in order to perform a post test analysis covering the outcome of the test;
Define individual action plans in order to address the issues, problems and changes identified; such action plans may mention relative levels of seriousness and priority;
Organize a new test if required (e.g. unsuccessful test,...)
4.1.5
Improvements
The scheduling of the corresponding action plans shall be implemented in accordance with paragraph 3 of the Service Level Annex.
Each Party is responsible for managing the action plans defined during the debriefing meeting.
[ *** ] meetings could be scheduled if required until the closing of all actions to be implemented.
In case of difficulties to achieve the actions required, the Escalation Procedure set out in Article 8.5 of the Agreement will be activated to find an appropriate and acceptable solution.
4.2
Information Security Management
The Parties will use all reasonable means in accordance with Good Practice to manage and prevent security threats or technical risks which may arise with any of its technology that interfaces to the other Parties’ technology. The Parties will use all reasonable means possible to protect the other Parties’ systems from harm caused by the other Party’s systems including without limitation appropriate use of firewalls and virus prevention measures.
Each Party shall seek to ensure the availability of its critical business applications, office facilities and employees, and the integrity and confidentiality of the key information that it uses, stores and disseminates.
In case of an information security incident, each Party undertakes to inform the other in accordance with the information security incident management processes.

Appendices


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1
Section 1 Cash operations
Appendix 1A: Exchange of information and Service Level Targets related to Transaction Management and Transaction Data management
Appendix 1B: Technical description of the systems, protocols, communication processes
Appendix 1C: Trade cancelation procedure
2
Section 2 Membership
Appendix 2A: Request for configuration on test environment
Appendix 2B a: TMF notification - Test environment
Appendix 2B b: TMF notification - Production environment
Appendix 2C: Membership announcement form
Appendix 2D: TMF deconfiguration form
Appendix 2E: Joint Default Procedure
3
Section 3: Projects
Appendix 3A: Project request template
Appendix 3B: Change request template
4
Section 4: BCP
Appendix 4A: Joint DRP Test roadmap and report template
Appendix 4B: Business continuity key performance indicators
Appendix 4C: Fall-back procedures
5
Miscellaneous
Appendix 5A: Service Level [ *** ] reporting

Appendix 1A - Exchange of Information and Service Level Targets related to Transaction Management and Transaction Data management
All times are expressed as CET unless stated otherwise. The Service Period shall be [ *** ].
*Unexpected Market conditions being:
- High market volatility, which represents a 100 % increase compared to the last peak volume ever observed
The Clearing systems availability:
Trades are integrated in the UCS cash platforms (M1 messages) and replied to clients via 5011 messages.
Members can access to UCS cash platforms with at least one of their eCCW or LCAP access means.


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Trades must be integrated in the UCS cash platforms and replied to Members

1.1.1 Description of Service Levels: NYSE Euronext
REF
SERVICE
SERVICE START TIME (CET)
SERVICE CLOSE TIME (CET)
DESCRIPTION
SERVICE LEVEL (MEASURED DURING SERVICE HOURS)
TARGETS
SERVICE LEVEL DURING UNEXPECTED MARKET CONDITIONS*
1
Platform connectivity
[ *** ]
[ *** ]
Trading platform connectivity available for [ *** ]
Connectivity service is defined by:
 
[ *** ]
 
[ *** ]
[ *** ]
2
[ *** ] message transaction
[ *** ]
 

[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
REF
SERVICE
SERVICE START TIME (CET)
SERVICE CLOSE TIME (CET)
DESCRIPTION
SERVICE LEVEL (MEASURED DURING SERVICE HOURS)
TARGETS
SERVICE LEVEL DURING UNEXPECTED MARKET CONDITIONS*
3
Trading day data Transfer
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
  in Appendix 2C-
[ *** ]
[ *** ]
4
Trading day data Transfer
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 


  is in Appendix 2C-
[ *** ]
[ *** ]
5
Historical data Transfer
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
 in Appendix 2C-
[ *** ]
[ *** ]
6
Intraday Message transfer
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
 are in Appendix 2C-
[ *** ]
[ *** ]
7
Trading Fees file
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 

[ *** ]
 

8
[ *** ] green light status
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]






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1.1.2 Description of Service Level Targets: LCH.Clearnet SA
REF
SERVICE
SERVICE START TIME (CET)
SERVICE CLOSE TIME (CET)
DESCRIPTION
SERVICE LEVEL (MEASURED DURING SERVICE HOURS)
SERVICE LEVEL TARGETS
SERVICE LEVEL DURING UNEXPECTED MARKET CONDITIONS*
1
Platform availability
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
[ *** ]
2
Real time message transaction acknowledgement
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
3
[ *** ] reporting
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 

[ *** ]
 

4
[ *** ] reporting
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 


[ *** ]
 

5
[ *** ]
reporting
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
Within 3 months of signature of the contract, the Parties shall review and assess the reporting of the Service Levels to confirm whether it meets the requirements of the SLA.

[ *** ]
 
Within 3 months of signature of the contract, the Parties shall review and assess the reporting of the Service Levels to confirm whether it meets the requirements of the SLA.
6
[ *** ]
reporting
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
 
[ *** ]
 
Within 3 months of signature of the contract, the Parties shall review and assess the reporting of the Service Levels to confirm whether it meets the requirements of the SLA.

[ *** ]
 
Within 3 months of signature of the contract, the Parties shall review and assess the reporting of the Service Levels to confirm whether it meets the requirements of the SLA.

7
[ *** ]
 
reporting
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]


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REF
SERVICE
SERVICE START TIME (CET)
SERVICE CLOSE TIME (CET)
DESCRIPTION
SERVICE LEVEL (MEASURED DURING SERVICE HOURS)
SERVICE LEVEL TARGETS
SERVICE LEVEL DURING UNEXPECTED MARKET CONDITIONS*
8
[ *** ] Request
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 

[ *** ]
[ *** ]
9
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 

[ *** ]
10
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
 
 
 
 
 
 
 

Tier category
File Name
Description
Type
Tier 1
M1 VL file
[ *** ]
File reception
Tier 2
VAC 2 file
[ *** ]
File reception
Tier 2
Msgs 18 file
[ *** ]
File reception
Tier 2
NBM products reference data
[ *** ]
File reception
Tier 2
NBM prices data
[ *** ]
File reception
Tier 3
VAC 4 file
[ *** ]
File reception
Tier 3
Trade amount of 13 previous months / product
[ *** ]
File reception
Tier 3
HUB-IA VE trades D-1
[ *** ]
File reception
Tier 3
HUB-IA VL trades D-1
[ *** ]
File reception
Tier 3
HUB-IA VW trades D-1
[ *** ]
File reception
Tier 3
HUB-IA TCS trades D-1
[ *** ]
File reception
Tier 3
EOD VE trades
[ *** ]
File reception
Tier 3
EOD VW trades
[ *** ]
File reception
Tier 3
EOD TCS trades
[ *** ]
File reception
Tier 4
Msgs 10 file
[ *** ]
File reception
Tier 5
EUMC file
[ *** ]
File reception



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Appendix 1B - Technical description of the systems protocols and communication processes

1.    COMMUNICATION ARCHITECTURE

1.1    MESSAGE-BASED COMMUNICATION

All message-based communication (e.g. trades) taking place between the Trading System and Cash Clearing Infrastructure is performed using the Data Point of Access.
Messages originating from the Trading Systems are transmitted as a continuous data stream to the Data Point of Access where they are made available for collection by Cash Clearing Infrastructure.
Collection of messages on the Data Point of Access is operated as [ *** ].

1.2.    FILE-BASED COMMUNICATION

File-based communication taking place between the Trading System and the Cash Clearing Infrastructure is performed either through an intermediary system, or directly using point-to-point transfers.
In the first case, files that originate from one party are sent by it on to the File Server IA, where they are made available for collection by the other party's systems.
In the second case, each party's target systems are configured so as to accept incoming file transfer connection originating from the other party's systems, and the transfer of the file is conducted at the initiative of the party that is responsible for creating it.

2.    DATA FORMATS AND PROTOCOLS

2.1    MESSAGE-BASED COMMUNICATION

Format of the messages used for intersystem communication is as described in the Manual RLC. Modifications to the commonly used message format description can only take place after a [ *** ].

The communication protocol used at the date of signature of the SLA for communication between the Data Point of Access and Cash Clearing Infrastructure is MMTP.

2.2     SPECIFIC CASE OF THE DATA POINT OF ACCESS TO THE CASH CLEARING INFRASTRUCTURE COMMUNICATION

The flow of messages between the Data Point of Access and the Cash Clearing Infrastructure is split between several logical paths or MMTP subscribers.

The rule assigning the flow of a particular message to a subscriber or another is determined by parameters that are configured into the Data Point of Access routing table.

Optimisation of the Data Point of Access routing table, enabling to split the flow of messages as evenly as possible between the MMTP subscribers, is carried out by the EMU on LCH.Clearnet SA's request by applying the latter's requirements.

2.3.    FILE-BASED COMMUNICATION

Format of the files used for intersystem communication is as described either in the Manual RLC (in the case of messages sent as files)] or in application-specific documentation.
The communication protocol used for file transfer is SFTP.


3.    SERVICE BOUNDARY

The technical service demarcation point between EMUs Trading System and LCH.Clearnet SA Cash Clearing Infrastructure is at the outbound port from File Server IA + Data Point of |Access to the Cash Clearing Infrastructure. For the avoidance of doubt failures outside the outbound port of File Server IA + Data Point of transfer are the responsibility of LCH.Clearnet SA, failures inside the outbound port of File Server IA + Data Point of Transfer are the responsibility of the EMUs.

4.    MESSAGE COUNTING AND PERFORMANCE MONITORING PRINCIPLES

For the purpose of service level monitoring and reporting, information will be collected as follows:

- Messages are identified by type (i.e. message code, such as M1) and subtype (e.g. Trade, Trade cancellation, etc.);
- Message unique identification is derived from one or more fields internal to the message;


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- Time stamps used for the calculation of transmission delays are either extracted from the message's body or from log records collected on the transmission systems such as the Data Point of Access.



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Appendix 1C - Trade cancellation procedure

PROCEDURE
CANCELLATION OF CASH TRADE
BY NYSE EURONEXT

Departement
Oriented Client Services
Interfaces with other process
•    Trade registration process
•    Position management process
Document objectives
This document aims at providing an overall description of all the tasks to process a cancellation request from NYSE EURONEXT.

Instruction scope

This document is based on a standard structure shared for the description of all operational processes
This document describes all the operational action in the case of cancellation request receive from the EMUs for cash operation only.
This document attempts to distinguish two different situations for which the relatives manual action are different:

•    Case 1: the cancellation is received in [ *** ] requiring a [ *** ]

•    Case 2: the cancellation is received after injection of the [ *** ]


A
         ý High q Medium q Low

Frequency
      q Frequent þ From time to time q Rare




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Document History and validation

Date
Version
Summary of change
Auteur
Re-lecteur
05/12/2012
0
First version
[ *** ]
[ *** ]

 
 
 
 
 



Sommaire
Document History and validation     75
1.    Process description    76
1.1    Cancellation request send by the EMUs for cash operation    76
1.2    Processing of the cancellation demand by LCH Clearnet SA    77
1.2.1    Processing of cancellation in [ *** ]    77
1.2.2    Processing of cancellation after [ *** ]    77




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1.
Process description

The EMUs send cancellation messages managed in real time in the Trading System. Indeed, the Trading System is able to link automatically the trade leg execution with the relevant cancellation message. Nevertheless, when this cancellation request is not received on the same day as the trade date, a manual cancellation must be performed.
The aim of this document is to describe the process of the cancellation after the trade date and for which a manual reversal execution must be created in the Cash Clearing Infrastructure. On the one hand, the cancellation is received on T+1or T+2 and requires an action in the Cash Clearing Infrastructure. On the other hand, if the cancellation is received after T+2 and requires an action in NSI.

Deadline of receipt of request for a D Day setup from EMUs, should be [ *** ].


1.1    Cancellation request send by the EMUs for cash operation

In the practice, EMUs proceed to a [ *** ] in order to identify correctly the trade leg execution that must be cancelled.
The effective cancellation request must be made by email to the following address: [ *** ].
The persons below must be put in copy of all cancellation requests: [ *** ]

[ *** ]


In this email the EMUs attach a file with all the details of the input LCH.Clearnet SA has to do.
The operation details of the Excel files must be in the side that LCH.Clearnet SA must input to reverse the original trade. The maker checker pass must be done based on this Excel file.



FR0000120354
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


1.2    Processing of the cancellation demand by LCH.Clearnet SA

1.2.1    Processing of cancellation in [ *** ]

After double checking of the details send by EMUs, the reversal of the original execution is performed in UCS using the MENU new trade.
Once authorized, send an answer by email to EMUs stating that the cancellation request is now processed in the Cash Clearing Infrastructure.

1.2.2    Processing of cancellation after [ *** ]

After double checking of the details sent by EMUs, the reversal of the original execution is performed in NSI inputting a new position balance.
Once authorized, send an answer by email to EMUs stating that the cancellation request is now processed in the Cash Clearing Infrastructure.





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Appendix 2A - Request for configuration on test environment

[ *** ]





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Appendix 2B-a - TMF notification-Test environment

[ *** ]





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Appendix 2B-b - TMF notification-Production environment

[ *** ]



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Appendix 2C - Membership Announcement Form

[ *** ]
 




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Appendix 2D - TMF deconfiguration form


DE-CONFIGURATION FORM
Request for removal of the LIVE market trading authorisations
on Euronext Cash markets
[ *** ]



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Appendix 2E - Joint Default Procedure








JOINT DEFAULT PROCEDURE
LCH.Clearnet SA
NYSE Euronext European Cash markets










06 December 2012
Draft V2.3



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Terms in capital have the meaning set out in the LCH.Clearnet SA’s Clearing Rule Book.

Scope

The purpose of this document is to provide a high level description of the default management procedure devised by EMU (NYSE Euronext European Cash markets) and LCH.Clearnet SA to handle the default of a LCH.Clearnet SA clearing member.


In case of default of a LCH.Clearnet clearing member, the different stages of the default management process defined by the CCP are as follows:

1.
Default declaration
Identification and activation
Analysis of situation
Declaration upon default

2.
Monitor defaulting clearing member’s portfolio

3.
Liquidation process & transfers


This procedure should assure an appropriate management of a clearing member’s default in accordance with both legal and regulatory frameworks.

The derivatives markets (Euronext-Liffe) are not governed by this procedure.

The default of a Trading Member is also out-of-scope for this document.

Regulations

The following rules are applicable to a default declaration:
If the Clearing Member appears to LCH.Clearnet SA to be unable, or to be likely to become unable, to meet its obligations in respect of one or more Transactions or otherwise under the Clearing Rules, LCH.Clearnet SA may, within its reasonable judgement, declare such event as an Event of Default (cf. art 4.5.2.4 of the LCH.Clearnet SA’s Clearing Rule Book).

The actual decision whether a Clearing Member is in default, is taken by the CEO of LCH.Clearnet SA. If the defaulting Clearing Member has positions in both LCH.Clearnet SA and LCH.Clearnet Ltd or if the default could have a material impact on the Group, the CEO’s of LCH.Clearnet SA, and Ltd and Group will jointly decide.

Section 5 of LCH.Clearnet SA’s Clearing Rule Book is applicable to this situation. These rules allow LCH.Clearnet SA to take any necessary action including the transfer or liquidation of the Positions.

Otherwise, according to the article 2.5.1.1 of the Rule book, LCH.Clearnet SA may suspend or terminate the membership of a clearing member or refuse to register its transactions.

Article 2.5.1.1
Without prejudice to the possible applicability of the provisions set out in Chapter 5 of Title IV, if LCH.Clearnet SA is of the opinion that some events could or are likely to result in a situation in which a Clearing Member no longer satisfies one or more of the requirements set in Chapters 2 and 3 of Title II or endangers the proper functioning of the Clearing System, or can no longer comply with its obligations under these Clearing Rules, LCH.Clearnet SA may:
- suspend its membership,
- terminate its membership as stated in the Admission Agreement,
- refuse to register Transactions,
- submit registration of Transactions to specific conditions, or impose additional conditions which LCH.Clearnet SA deems appropriate in the circumstances and notifies in writing to the Clearing Member.

Article 2.5.1.3
Suspension or revocation of membership shall be promptly notified to the Clearing Members by publication in a LCH.Clearnet SA Notice. LCH.Clearnet SA will also promptly notify the Competent Authorities and the operator of the markets concerned.

Principles

The management of a default has an impact on the infrastructure and market participants. This implies that dedicated default procedures with exchanges are necessary.


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LCH.Clearnet SA maintains a set of Default management procedures providing overview of actions which should be taken in the event of a default. The procedures mentioned in this document aims at minimizing the impact of the default on financial markets and enabling the CCP to continue performing its obligations and are live documents whose periodic review should be performed.

LCH.Clearnet SA and NYSE Euronext European Cash markets will organise a test of this procedure when and where needed in order to guaranty that the procedure can be put in practice in "real life"

Sections

This document is divided in three sections, which follow the different stages in a default management process:

Section A: Default declaration


1.Identification and activation

Information relating to the insolvency of a clearing member is circulating and /or information escalated internally, leads to the activation of the default procedure by the CEO of LCH.Clearnet SA (with a dedicated crisis organization).


2.Analysis of situation

LCH.Clearnet SA attempts to establish whether the situation should be considered as a default situation or can be considered as a crisis situation, which can still be solved without declaring the clearing member in default.

The following events might constitute an event of default:
Non fulfilment of margin and/or clearing fund requirements;
Non fulfilment of settlement;
Cancellation of a settlement or payment agent agreement;
Suspension of payments or insolvency proceedings.

LCH.Clearnet SA will inform NYSE Euronext European Cash markets about situations which could potentially result in having to declare a Clearing Member in default.

Therefore, LCH.Clearnet SA activate all relevant staff to manage this crisis situation and contact NYSE - Euronext European Cash Markets by phone and email to plan a conference involving both organisations to discuss the situation (see contacts in Appendix I and the conference call number)



3.Declaration upon default

A default can be declared either by the Clearing House and/or the Regulators. In both cases, LCH.Clearnet SA would apply the same default management principles.

An official notification (i.e. an email is immediately sent by the LCH.Clearnet SA Crisis team and then a formal letter follows) of the default is addressed by LCH.Clearnet SA to the defaulting clearing member. Then LCH.Clearnet SA informs:
The regulators,
NYSE Euronext European Cash markets,
The settlement agent of the defaulting clearing member (when applicable),
The CSDs

Immediately after the declaration of default, the following actions are undertaken:
Deactivation of accesses to the clearing systems for the defaulting clearing member,
Suspension of trading is asked to NYSE Euronext European Cash markets,
Coordination with CSDs.






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Main stages of the LCH.Clearnet SA default process


Section B: Default decision and closing of trading access


Once clearing member’s default officially declared, LCH.Clearnet SA will implement its default procedure management step by step

Involved in the Conference Call set up in Section A,NYSE Euronext European Cash markets is informed of the default notification; for which, LCH.Clearnet SA request NYSE Euronext European Cash markets to suspend the trading access of this CMF through its relating TMFs.

An authorized representative of LCH.Clearnet SA will provide initial information by telephone. The following staff is authorised to request NYSE Euronext European Cash markets to suspend the trading access of a Clearing Member:
CEO or
CRO

Procedure:

1.
During office hours, from 9:00am to 6:00pm CET, the Membership department of LCH.Clearnet SA contacts NYSE Euronext Onboarding & Client Administration team by phone (see cellular phone number in Appendix I) to announce the delivery of the documentation.
Outside office hours, the escalation team identified within the escalation procedure is contacted, as detailed in Appendix I by phone and email

2.
An official default declaration and request to suspend trading access with the signature of the CEO (or CRO) of LCH.Clearnet SA will follow by email. The format of such declaration will depend on the actual situation (Document to be sent to the persons listed on the template Appendix 2).

3.
This contact by telephone is confirmed by the scanned version of the letter (in annex) confirming the official default declaration sent by E-mail to NYSE Euronext OCA (see list of contacts) with the list of the trading members impacted by this defaulting clearing member (cf. De-configuration form)

LCH.Clearnet SA contacts the defaulting clearing member to inform their clients (Trading Members) to stop their trading activity.

4.
After receipt of this request, NYSE Euronext European Cash markets trigger the suspension procedure

a. OCA (or escalation team) issues a Request for De-Configuration (or similar if outside of office hours) confirming the names and member IDs of for the impacted trading member(s) to EMS

b. EMS, purges the orders


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C. EMS suspends the trading authorizations and checks if there are no remaining orders

EMS informs LCH.Clearnet SA membership department, or one of the authorized representatives and NYSE Euronext OCA that all above steps have been executed. The suspension process is completed.


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Section C: Subsequent Actions

The only action in which NYSE Euronext European Cash market is involved is the change of Clearing Member of the impacted TMF(s).

No transfer of positions is currently possible, but the TMF(s) can agree with a new Clearing Member for clearing services instead of the defaulting Clearing Member (the standard procedure is followed)



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APPENDIX I:
LIST OF CONTACTS

NYSE Euronext European Cash

Section A - Pre-Default stage

NYSE Euronext European Cash markets
[ *** ]
COO – Head of EMS
[ *** ]
[ *** ]
Head of Compliance Europe
[ *** ]
[ *** ]
Head of Sales & Client Coverage Europe
[ *** ]
[ *** ]
EVP General Counsel Europe
[ *** ]


Section B – Default decision and closing of trading access

Office hours, between 9am to 6pm
[ *** ]
Head of OCA
[ *** ]
[ *** ]
[ *** ]
OCA (Senior Officer)
[ *** ]
[ *** ]
[ *** ]
Head of Sales & Client Coverage
[ *** ]
[ *** ]
[ *** ]
Head of Cash Market Surveillance/ European Service Desk
[ *** ]

[ *** ]
[ *** ]
EMS
[ *** ]
[ *** ]
[ *** ]
Head of Compliance Europe
[ *** ]
[ *** ]


Outside of office hours
[ *** ]
COO – Head of EMS
[ *** ]
[ *** ]
[ *** ]
Co-Head of Cash & Derivatives
[ *** ]
[ *** ]
[ *** ]
Co-Head of Cash & Derivatives
[ *** ]
[ *** ]
[ *** ]
Head of EMS
[ *** ]
[ *** ]
[ *** ]
Head of Compliance Europe
[ *** ]
[ *** ]
[ *** ]
Head of Sales & Client Coverage
[ *** ]
[ *** ]
[ *** ]
Head of OCA
[ *** ]
[ *** ]


Section C – Subsequent actions

[ *** ]
OCA (Senior Officer)
[ *** ]
[ *** ]
[ *** ]
Head of OCA
[ *** ]
[ *** ]



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LCH.Clearnet SA

Section A - Pre-Default stage
Senior management LCH.Clearnet SA

 
Name
Department
Telephone
Mail
[ *** ]
CEO LCH.Clearnet SA
[ *** ]
[ *** ]
[ *** ]
CRO Europe
[ *** ]
[ *** ]

Crisis cell
 
Name
Department
Telephone
Mail
Crisis cell
 
[ *** ]
[ *** ]

[ *** ]
Default Management
[ *** ]
[ *** ]


Section B – Default decision and closing of trading access

 
Name
Department
Telephone
Mail
[ *** ]

Operations Director

[ *** ]
[ *** ]
[ *** ]
[ *** ]
Head of cash equity
[ *** ]
[ *** ]
[ *** ]
Legal Director
[ *** ]
[ *** ]
[ *** ]

Section C – Subsequent actions
Membership department

 
Name
Department
Telephone
Mail
[ *** ]
Head of Membership department

[ *** ]
[ *** ]
Membership department
 
[ *** ]
Lchclearnetsa_membership@lchclearnet.com



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APPENDIX II: LETTER TO SUSPEND TRADING ACCESS

[ *** ]




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Appendix 3A: Project request template

[ *** ]



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Appendix 3B: Change request template

[ *** ]
 



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Appendix 4A
Joint DRP test roadmap and report template

1 - Roadmap
Under the terms described in section 4.1.4, each of the Parties shall produce [ *** ] a document, referred to hereafter as a [ *** ] test roadmap, describing their planned Joint DRP tests.
Each test roadmap shall include:
A target test date (note this is an approximate date; the precise date must be confirmed no later than [ *** ])
A description of the co-operation and assistance requested to the other Party before and during the test
A preliminary version of the corresponding test plan, including
Test objectives and acceptance criteria
Projected failover mechanism and involved infrastructure including datacenters
Involved third parties including clearing members and market participants, if any
Projected impact on the other party's nominal and recovery systems
Projected chronology of the test day
A general planning of the working sessions to be held between the Parties in order to further refine the test plan.

2 - Report
The test report produced by the Party designated during the preparation working session shall notably include the following information:
Tested service and systems scope
List of actual third party participants, including clearing members and market participants, if any
Test detailed chronology
Actual measured system recovery delay following simulated incident
Actual measured data loss for the Managed Transaction Services following the simulated incident
Test result summary and conclusion with respect to acceptance criteria



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Appendix 4B
Business continuity key performance indicators

Transaction Management Services must conform to the following standards:

1 -
Recovery Time Objective (RTO)
The maximum acceptable downtime for Transaction Management Services is set to [ *** ].

2 -
Recovery Point Objective (RPO)
The maximum period of time during which Transaction Management Services related data can be lost in the event a disaster or a disruption affecting LCH.Clearnet SA's systems has taken place is [ *** ]; in other words, the data communication and acknowledgement mechanisms used for the Transaction Management Services must be designed and configured in such way that [ *** ].




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Appendix 4C
Fall-back Procedures

Fallback procedures are associated to Cash Operations services in the following fashion:

Service
Fallback Procedure
Transaction Management
Manual sending of a Trades reconciliation file by [ *** ]
Product Reference Information and Miscellaneous Data
Manual sending of documents as described in section 1.1.2

3 -
Transaction Management fallback procedure
In case the normal communication mechanisms used for Transactions Management are not operating normally, the EMUs undertake to transmit the corresponding information, aggregated in three distinct files (EOD VE trades, EOD VW trades, EOD TCS trades, as described in Appendix 1A), to LCH.Clearnet SA.

The files will be sent [ *** ]. The EMUs understand that sending the files later than [ *** ] would result in severe disruptions on LCH.Clearnet SA’s Clearing Services, and use their best endeavours to ensure that this situation does not happen.
The file transmission protocol shall be, in decreasing order of preference:
Commonly agreed file transfer as mentioned in section 1.1
Any other file transfer method that will be agreed on between the Parties Information Technology departments.
The files shall be structured so as each record consists in a M1 message.
4 -
Product Reference Information and Miscellaneous Data
In case the normal communication mechanisms used for Product Reference Information and Miscellaneous Data transfer are not operating normally, the EMUs undertake to transmit the corresponding information to LCH.Clearnet SA using the following file transmission protocols, in decreasing order of preference:
Commonly agreed file transfer as mentioned in section 1.1
E-mail.




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Appendix 5A: Service Level [ *** ] reporting

Service Level [ *** ] reporting
According with Appendix 1A: Within [ *** ], the Parties shall review and assess the reporting of the Service Levels to confirm whether it meets the requirements of the SLA and the Parties shall, in accordance with the provisions of the Agreement, agree on [ *** ].
The Service Level [ *** ] report will include the following sections: Every [ *** ] LCH.Clearnet SA will send a Service Level [ *** ] report to include the measurement of all defined Services in accordance with the template in this Appendix 5A. LCH.Clearnet SA shall present the Service Level report in the Service Level review [ *** ] meeting.
This should cover at a minimum: Service level measure, Incident, Problem and Change Management activity as well as Project activity progress, capacity management and volume activity trend.
Agenda
1.
Key points for the last period
2.
Platform Availability Overall view
3.
Service level Review
4.
Incident raised by NYSE
5.
Incident raised by LCH.Clearnet SA
6.
Incident impacting the SLA
7.
Key figures for changes
8.
Project progress
9.
Membership report
10.
Equities Operation report
11.
Action plan for the last period






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1. Key points of the last period


Date of incidents review with NYSE: XX/11/2012 14:00 CET


Overall Availability
Average platform availability is at xx,xx%
Overall trends
A total of [ *** ] incidents raised by NYSE during November 2012.
A total of [ *** ] incidents raised by LCH.Clearnet SA.
A total of [ *** ] incident impacting the service (e.g. impacting the SLA)
[ *** ] high severity (level 1-2-3) incidents, escalated to Problem Management, occurred.
[ *** ] incident level 2
A total of [ *** ] incidents have been closed for November 2012

2. Platform Availability overall view

[ *** ]

3. Service Level Review

a)
Real time message transaction acknowledgement
b)
Number of transaction integrated in UCS)
c)
Data transfer integrity
i.
tier1
ii.
tier2
iii.
tier3
iv.
tier4
v.
tier5


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d)
[ *** ] green line status

4. Incident raised by NYSE

[ *** ]

5. Incident raised by LCH.CLearnet SA

[ *** ]

6. Incident impacting the SLA

[ *** ]

Incidents Assigned to NYSE for the period

[ *** ] / [ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
13/12/2012 21:09
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]


[ *** ]
13/12/2012 07:13
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
11/12/2012 07:27
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
07/12/2012 19:17
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]


[ *** ]
07/12/2012 09:20
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
06/12/2012 22:19
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]






[ *** ]



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Incidents assigned to LCH.Clearnet SA

[ *** ] / [ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
13/12/2012 21:09
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]


[ *** ]
13/12/2012 07:13
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
11/12/2012 07:27
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
07/12/2012 19:17
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]


[ *** ]
07/12/2012 09:20
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
06/12/2012 22:19
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]






[ *** ]



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Incidents impacting the service

[ *** ] / [ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
13/12/2012 21:09
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]


[ *** ]
13/12/2012 07:13
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
11/12/2012 07:27
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
07/12/2012 19:17
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]


[ *** ]
07/12/2012 09:20
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
06/12/2012 22:19
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]






[ *** ]



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Problems follow-up

[ *** ] /[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
10/07/2012 10:23
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
12/01/2012 11:28
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
25/11/2011 11:32
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
25/11/2011 10:45
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
11/10/2011 11:31
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
11/10/2011 10:20
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
05/10/2011 09:24
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
15/09/2011 10:44
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
11/07/2011 10:12
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
08/07/2011 11:47
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
07/07/2011 11:29
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
06/07/2011 16:52
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]



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7. Key figures for changes

[ *** ]

8. Projects progress

[ *** ]


9. Membership report

[ *** ]


10. Equities Operation report

Trade management issue

[ *** ] statistics will be listed here.
For detailed list refer to Incident management report

Product referential issue

[ *** ] statistics will be listed here.
For detailed list refer to Incident management report

Number of financial instrument suspended for trading on request.

[ *** ] statistics will be listed here.


CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION WITH RESPECT TO PORTIONS HEREOF DENOTED WITH [ *** ]    Page 80




For detailed list refer to Incident management report

Number of trade cancellation done by LCH.Clearnet SA

[ *** ] statistics will be listed here.
For detailed list refer to Incident management report

11. Action plan for the last period






CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION WITH RESPECT TO PORTIONS HEREOF DENOTED WITH [ *** ]    Page 81




Appendix 5A [ *** ] Reporting - membership service level

CMF Code
Firm Name
TMF Code
TMF Name
Business Line
Market
Specifics
Scheduled Date (Production)
File Type
Request Record Type
00648
[ *** ]
624
[ *** ]
Cash
NYX Euronext Brussels
 
41233
Extension
TMF
00648
[ *** ]
4040
[ *** ]

Cash
NYX Euronext Paris; NYX Euronext Brussels; NYX Euronext Amsterdam
Foreign Currencies (Paris); Foreign Currencies (Amsterdam); Foreign Currencies (Brussels)
41221
Extension
TMF
00696
[ *** ]
10005
[ *** ]

Cash
NYX Euronext Paris; NYX Euronext Brussels; NYX Euronext Amsterdam; NYX Euronext Lisbon
 
41240
Change of Clearer
TMF
00687
[ *** ]
29147
[ *** ]
Cash
NYX Euronext Lisbon
 
41218
Change of Clearer
TMF
00687
[ *** ]
4742
[ *** ]

Cash
NYX Euronext Lisbon
 
41218
Change of Clearer
TMF
00687
[ *** ]
29467
[ *** ]
Cash
NYX Euronext Lisbon
 
41218
Change of Clearer
TMF
00687
[ *** ]
29101
[ *** ]
Cash
NYX Euronext Lisbon
 
41218
Change of Clearer
TMF
00648
[ *** ]
4040
[ *** ]

Cash
NYX Euronext Paris; NYX Euronext Brussels; NYX Euronext Amsterdam; NYX Euronext Lisbon
 
41214
Additional Code
TMF
687
[ *** ]

4128
[ *** ]

Cash
NYX Euronext Paris; NYX Euronext Brussels; NYX Euronext Amsterdam; NYX Euronext Lisbon
Foreign Currencies (Paris); Foreign Currencies (Amsterdam); Foreign Currencies (Brussels)
41214
Resignation
TMF



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Appendix 5A Regulated Markets Membership December 11, 2012 - service level template


 
 
 
 
SLA LCH.Clearnet SA - NYSE Euronext
 
 
 
Month
 
 
 
 
 
 
 
 
 
 
 
 
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
 
 
[ *** ]
 
 
 
[ *** ]
 
 
 
[ *** ]
 
 
 
[ *** ]
 
 
 




ANNEX 2 – EURONEXT MARKETS OPERATED BY THE EURONEXT MARKET UNDERTAKINGS AND CLASSES OF CLEARED FINANCIAL INSTRUMENTS


A. Classes of Cleared Financial Instruments
On the Commencement Date, the Classes of Cleared Financial Instruments are:
(a)
Shares ("titres de capital" as defined by Article L.211-1 (1) of the French Monetary and Financial Code (Code Monétaire et Financier, hereafter "MFC"));
(b)
Bonds ("titres de créances" as defined by Article L.211-1 (2) of the MFC);
(c)
Shares of Undertakings for Collective Investment in Transferable Securities ("parts ou actions d’organismes de placement collectif" as defined by Article L.211-1 (3) of the MFC) which may be Exchange Traded Funds ("ETF");
(d)
Warrants;
(e)
Depository receipts (certificats de dépot); and
(f)
any other types of Financial Instruments within which Cleared Financial Instruments [ *** ];
as long as they are [ *** ].

For the sake of clarity, when a new Financial Instrument is listed and / or traded on a Euronext Market, the new Financial Instrument will be considered as falling within a Class of Cleared Financial Instruments for the purpose of Article 2 of the Agreement when [ *** ].

B. Euronext Markets
On the Commencement Date, each of the following Trading Facilities operated by a Euronext Market Undertaking is a "Euronext Market" for the purposes of this Agreement:
Euronext Paris operates the following markets:
(a)
Euronext Paris (regulated securities market);
(b)
Marché Libre (multilateral trading facility);
(c)
Alternext (multilateral trading facility);
(d)
NYSE BondMatch (multilateral trading facility);
Euronext Amsterdam operates the following markets:
(e)
Euronext Amsterdam (regulated securities market);
(f)
Alternext (multilateral trading facility);
Euronext Brussels operates the following markets:
(g)
Euronext Brussels (regulated securities market);
(h)
Free Market called "Vrije Markt" or "Marché Libre";
(i)
Trading Facility;
(j)
Alternext;
(k)
Easynext;
Euronext Lisbon operates the following markets:
(l)
Euronext Lisbon;
(m)
EasyNext Lisbon;
(n)
Alternext;
LIFFE AM operates the following market:
(o)
NYSE Euronext London;

and

(p)
any other Trading Facility operated by the Euronext Markets on which Cleared Financial Instruments are traded or may become traded in the future as long as such Cleared Financial Instruments are already traded and / or listed on another Euronext Market and to the extent that no Projects are needed in order for LCH.Clearnet SA to provide Services to such Trading Facility.

ANNEX 3 – SCOPE OF THE OTHER TRADING FACILITIES (NON-EURONEXT MARKETS) THAT HAVE THE RIGHT TO ELECT MEMBERS IN THE PRODUCT ADVISORY GROUP

Trading Facilities using the Cash Clearing Infrastructure and therefore represented in the Product Advisory Group:
(a)
Société de la Bourse de Luxembourg S.A;
(b)
Börse Berlin AG for Equiduct (ETS) flows; and
(c)
Galaxy SAS.


ANNEX 4 – NYSE BONDMATCH ADMISSION TO TRADING PROCEDURE

----------------





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Scope and version

Description of the operational procedure related to admission to trading and delisting of bonds on NYSE BondMatch.

Before each admission to trading, Corporate actions department of NYSE Euronext will liaise with relevant clearing and settlement/delivery entities to ensure correct setting of products to be admitted on all the trading chain.
Delisting information will be communicated through NYSE Euronext Notices

Version 0.5 dated 11 July 2011





Procedure

Before admitting to trading bonds on NYSE BondMatch, Corporate actions department of NYSE Euronext will request a confirmation to LCH.Clearnet SA, Euroclear Bank and Clearstream Banking Luxembourg (with the exception of the Portuguese market for Euroclear Bank and Clearstream Banking Luxembourg) at least [ *** ] before the effective first trading date to ensure securities will be eligible to their corresponding clearing or settlement/delivery systems.

Local CSD will also be involved but no confirmation will be required since MIC of the original market and/or the 2 first letters of ISIN codes will allow NYSE Euronext to deduct eligibility of securities in their respective settlement/delivery systems.




TABLE OF CONTENTS

I.    Entities Involved    121

II.    Timetable    125

III.    Information provided by NYSE Euronext    126

IV.    Delisting of Bonds    127

A.    Standard Delisting    127

B.    Delisting decided by the Strategic Committee or full early redemption    127


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I.
ENTITIES INVOLVED


Table below describes, based on MIC and ISIN codes criterion which entities will be informed of a new listing and which entity is expected to send a confirmation by e-mail.

Automatic:     Means that the entity will be informed of the new listing but a confirmation is not required.

Required:     Means that product will be admitted only if written confirmation has been received in the predefined timelines.

 
[ *** ]
[ *** ]
[ *** ]

[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]

[ *** ]

[ *** ]

[ *** ]
[ *** ]
[ *** ]
 
 
[ *** ]

[ *** ]

 
 
 
[ *** ]

[ *** ]

 
[ *** ]
 
[ *** ]

[ *** ]

 
 
 
 
[ *** ]

[ *** ]

[ *** ]

[ *** ]

[ *** ]

[ *** ]

 
 
[ *** ]

 
 
 
[ *** ]

 
[ *** ]

 
[ *** ]

 
 
 
[ *** ]

 
 
 
 
[ *** ]

Contact persons involved in the operational validation of admission to trading


NYSE EURONEXT

DEPARTMENT
CONTACT NAME
PHONE
EMAIL
Corporate Actions team
 
 +33 1 49 27 15 10
corporateactionsfr@nyx.com

INTERBOLSA
DEPARTMENT
CONTACT NAME
PHONE
EMAIL
 
 
  
 
(Head of CSD)
[ *** ]
+351 22 615 84 00
[ *** ]
[ *** ]
(settlement)
[ *** ]
 
[ *** ]
 
[ *** ]
 
[ *** ]
(issues registration)
[ *** ]
 
[ *** ]

 
[ *** ]
 
[ *** ]


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Page 85





EUROCLEAR BANK
DEPARTMENT
CONTACT NAME
PHONE
EMAIL
NEW ISSUES OPERATIONS
 New Issues Acceptance
  +32 2 326 21 40
new_issues@euroclear.com

LCH.CLEARNET SA
DEPARTMENT
CONTACT NAME
PHONE
EMAIL
RISK MANAGEMENT
 
 
Lchclearnetsa_RM.Lchclearnetsa_RM@lchclearnet.com
 
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
OPERATION DEPARTMENT
 
 
LCHCLEARNETSA_DO_MEMBERS_COE@lchclearnet.com
 
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
LEGAL DEPARTMENT
 
 
 
 
[ *** ]
[ *** ]
[ *** ]


EUROCLEAR FRANCE
DEPARTMENT
CONTACT NAME
PHONE
EMAIL
 
 
+ 33 1 55 34 58 18
Ef.assetservicing@euroclear.com



EUROCLEAR NEDERLAND
DEPARTMENT
CONTACT NAME
PHONE
EMAIL
 
 
+31 20 552 1560
ENL.CET@euroclear.com



CLEARSTREAM BANKING LUXEMBOURG
DEPARTMENT
CONTACT NAME
PHONE
EMAIL
 
 
 
[ *** ]
 
 
 
[ *** ]
 
 
 
NewIssuesPrague@clearstream.com


II.
TIMETABLE



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Maximum number of products concerned by the timetable below: 20 products for the same listing date


STEP
ENTITY
DESCRIPTION
DEADLINE
Request
NYSE NXT
Provide characteristics information on products to be admitted the [ *** ] to all entities concerned by the new listing(s) (see Spreadsheet described hereafter)
[ *** ]

Confirmation
LCH/CSD
Sends email confirmation to NYXT with other parties involved in copy
[ *** ]

Official announcement
NYSE NXT
Disseminate notice with main products characteristics
[ *** ]

First trading day
-
-
[ *** ]


Any request for a higher number of products will be subject to a specific agreement between all parties involved.


Each request from NYSE Euronext will be named as follows:

EMAIL OBJECT: "NYSE BOND MATCH – NEW LISTING <Expected listing Date>"



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Page 87






III.
INFORMATION PROVIDED BY NYSE EURONEXT


Spreadsheet sent by NYSE Euronext will contain following information


[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
 
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
 

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IV.
DELISTING OF BONDS

A.
Standard delisting

All bonds available for trading on NYSE BondMatch will be delisted [ *** ].
Delisting will be announced on a [ *** ].


B.
Delisting decided by the Strategic Committee or full early redemption

Non standard delisting, or following a Strategic Committee decision either a full early redemption / buy-back for cancellation will be announced at the latest [ *** ].

NYSE Euronext may decide to suspend trading [ *** ] prior to the delisting in case of non standard delisting.
ANNEX 5 – CONTACTS

A. General Contacts
Euronext Market Undertakings
Contact: [ *** ], General Counsel Europe Legal & Goverment Affairs NYSE Euronext
Address: 39, rue Cambon, 75001 Paris, France
Email: [ *** ]
Tel: [ *** ]
Fax: [ *** ]

LCH.Clearnet SA & LCH.Clearnet Group Limited
Contact: [ *** ], General Counsel LCH.Clearnet SA
Address: 18, rue du Quatre Septembre, 75002 Paris
Email: [ *** ]
Tel: [ *** ]
Fax: [ *** ]


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B. Operationa
Transaction and transaction data management
 
 
Contacts LCH.Clearnet SA
Flows
Timing
lchclearnetsa_DO_Members_COE@lchclearnet.com
lchclearnetsa_do_equities@lchclearnet.com  
EMS opening
EMS opening
9:00 AM
9:00 AM
[ *** ]
EMS opening
9:00 AM
[ *** ]
EMS opening
9:00 AM
[ *** ]
EMS opening
9:00 AM
Lchclearnetsa_CTH@lchclearnet.com
EMS opening
9:00 AM
Lchclearnetsa_PB_MGT@lchclearnet.com
EMS opening
9:00 AM
Lchclearnetsa_DO_Members_COE@lchclearnet.com
lchclearnetsa_do_equities@lchclearnet.com  
EMS closing
EMS closing
5:30 PM
5:30 PM
[ *** ]
EMS closing
5:30 PM
[ *** ]
EMS closing
5:30 PM
[ *** ]
EMS closing
5:30 PM
Lchclearnetsa_CTH@lchclearnet.com
EMS closing
5:30 PM
Lchclearnetsa_PB_MGT@lchclearnet.com
EMS closing
5:30 PM
Lchclearnetsa_DO_Members_COE@lchclearnet.com
lchclearnetsa_do_equities@lchclearnet.com  
Technical Daily Status for EMS
Technical Daily Status for EMS
6:00 AM
6:00 AM
[ *** ]
Technical Daily Status for EMS
6:00 AM
[ *** ]
Technical Daily Status for EMS
6:00 AM
[ *** ]
Technical Daily Status for EMS
6:00 AM
Lchclearnetsa_CTH@lchclearnet.com
Technical Daily Status for EMS
6:00 AM
Lchclearnetsa_PB_MGT@lchclearnet.com



Technical Daily Status for EMS



6:00 AM



 
 
 

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Greenlight procedure
 
 
Contact Clearnet LCH.Clearnet SA
Flows
Timing
 
 
 
Contacts EMUs
Flows
Timing
IT
BFSOps@nyx.com
Problem-Management-FR@nyx.com
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]
[ *** ]

Operations
ESD@nyx.comEquities.EU@nyx.com
etpeurope.trading@nyx.com
[ *** ]
[ *** ]
[ *** ]
 
 
Request or verification regarding the normal service provision not related to an Incident or Serious Incident
Contacts EMUs
Contacts LCH.Clearnet SA
European Service Desk
Equities desk etpeurope.trading
[ *** ]
[ *** ]
[ *** ]
[ *** ]

0033149275050
esd@nyx.com
Equities.eu@nyx.com
etpeurope.trading@nyx.com

[ *** ] 

Customer Technical Helpdesk
0033(0)1 70 37 66 00
Lchclearnetsa_CTH@Lchclearnet.com

Incident management
Contacts EMUs

Contacts LCH.Clearnet SA
Global it ops

Equities desk
etpeurope.trading
[ *** ] 
[ *** ]
[ *** ]
[ *** ]



+44 207 655 7220
ServiceOperationsShiftDeskEU@nyx.com
Equities.eu@nyx.com
etpeurope.trading@nyx.com
[ *** ]
Customer Technical Helpdesk
0033(0)1 70 37 66 00
Lchclearnetsa_CTH@lchclearnet.com


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Serious Incident management
Contacts EMUs

Contacts LCH.Clearnet SA
[ *** ]
Head of Cash Market Surveillance/ European Service Desk

[ *** ]
Co-Head of Cash & Derivatives
[ *** ] COO – Head of EMS

[ *** ] 



[ *** ] 


[ *** ] 

Customer Technical Helpdesk  

[ *** ] 


[ *** ] 



[ *** ]

0033(0)1 70 37 66 00
Lchclearnetsa_CTH@Lchclearnet.com


[ *** ] 



 [ *** ] 


[ *** ] 






Crisis management
Contacts EMUs
Contacts LCH.Clearnet SA
[ *** ]
Head of Cash Market Surveillance/ European Service Desk


[ *** ]

Co-Head of Cash & Derivatives

[ *** ] COO – Head of EMS
[ *** ] 







[ *** ] 





[ *** ] 

Customer Technical Helpdesk  



[ *** ] 



[ *** ] 



[ *** ] 
0033(0)1 70 37 66 00
Lchclearnetsa_CTH@Lchclearnet.com

[ *** ] 




[ *** ] 






[ *** ] 



C. Membership
Creation and extension of membership
Contacts EMUs

Contacts LCH.Clearnet SA
[ *** ]

[ *** ]



[ *** ]
[ *** ]

[ *** ]
[ *** ]
[ *** ]
[ *** ]

 
 
[ *** ]
[ *** ]


CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION WITH RESPECT TO PORTIONS HEREOF DENOTED WITH [ *** ]
Page 92






Change of clearing members
Contacts EMUs
Contacts LCH.Clearnet SA
[ *** ]
[ *** ]

[ *** ]
[ *** ]

[ *** ]
[ *** ]
[ *** ]
[ *** ]

 
 
[ *** ]
[ *** ]

Suspension of TMF
Contacts EMUs

Contacts LCH Clearnet SA
[ *** ]
[ *** ]

[ *** ]
[ *** ]

[ *** ]
[ *** ]
[ *** ]
[ *** ]

 
 
[ *** ]
[ *** ]


D. Project
High level feasibility check
Contacts EMUs

Contacts LCH.Clearnet SA
Head of Projects
[ *** ]
[ *** ]

Head of Project
[ *** ]
[ *** ]

 
 
Project manager
[ *** ]

 
 
Head of Business contact
[ *** ]

[ *** ]

 
 
Head of IT
[ *** ]
[ *** ]

Initiating a Project
Contacts EMUs

Contacts LCH.Clearnet SA
 
 
Head of Project
[ *** ]

[ *** ]

 
 
Project manager
[ *** ]

 
 
Head of Business contact
[ *** ]

[ *** ]

 
 
Head of IT
[ *** ]
[ *** ]




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E. Business Continuity Plan and Information technology
Activation of Business Continuity Plan ("BCP") or Disaster Recovery Plan ("DRP")
Contacts EMUs
Contacts LCH.Clearnet SA
 
 
[ *** ]
[ *** ]


Disaster Recovery Plan annual planning
Contacts EMUs
Contacts LCH.Clearnet SA
[ *** ]
[ *** ]

[ *** ]
[ *** ]

[ *** ]
[ *** ]

[ *** ]
[ *** ]


[ *** ]
[ *** ]

 
 

Disaster Recovery Plan tests
Contacts EMUs
Contacts LCH.Clearnet SA
[ *** ]
[ *** ]

[ *** ]
[ *** ]

[ *** ]
[ *** ]

[ *** ]
[ * 


[ *** ]
[ *** ]

[ *** ]
[ *** ]


Information security management
Contacts EMUs
Contacts LCH.Clearnet SA
[ *** ]


[ *** ]
[ *** ]


[ *** ]


[ *** ]


[ *** ]
[ *** ]


[ *** ]

ANNEX 6 – DESCRIPTION OF THE COMMITTEES

Several Committees are established to coordinate the collaboration between the Parties and to govern the Services. These Committees will consist of representatives of the Parties to the Agreement. The Parties shall ensure that their representatives have adequate decision-making authority.
 
Committee Structure

The Committees to be established include the Operational Committee, the Programme Steering Committee and the Executive Committee. Furthermore, LCH.Clearnet S.A. shall set up a Risk Committee with [ *** ] that deals with risk related subjects pursuant to Article 11 of the Agreement (and, if a Risk Committee is set-up within LCH.Clearnet Group Limited it shall include [ *** ]).


A. Operational Committee

Operational Committee
Initiative/management
Euronext Market Undertakings
Presentation / report
Euronext Market Undertakings
Participants
- A senior representative of the EMS department of the Euronext Market UndertakingsHead of Operations LCH.Clearnet SA
- Group Head of Cash Processing of LCH.Clearnet
- Relationship Manager of LCH.Clearnet SA
- Other participants as required on a case by case basis
Periodicity
[ *** ]
Objective
- Review the quality of the Services provided on the basis of the Service
- Review report to be provided by LCH.Clearnet SA (Key Performance Indicators included)
- Discuss and validate changes that are required and coordinate with the Programme Steering Committee on the proposed changes
- Discuss and review operational procedures and any changes thereto
- Review of previous Incidents and open problems
Elements to provide before the meeting
- Change list schedule
- Alerts and escalation
- Incident list
Role and responsibilities
- Reports to Executive Committee
Expected results
- Meeting Agenda
- Committee report
- Updated change schedule

B. Programme Steering Committee

Programme Steering Committee
Initiative/management
Euronext Market Undertakings
Presentation / report
Euronext Market Undertakings
Participants
- Head of Projects of Euronext Market Undertakings
- Head of Projects of LCH.Clearnet SA
- Product and Market Development Manager of LCH.Clearnet SA
- Relationship Manager of LCH.Clearnet SA
- Other participants as required on a case by case basis
Periodicity
[ *** ]
Objective
- High level feasibility studies status update
- Initiating Projects status update
- Project planning follow up
- Coordination and arbitration of Projects
- Reporting in structural issues and Service Levels
Elements to provide before the meeting
Meeting agenda and status update
Role and responsibilities
Reports to Executive Committee
Expected results
Programme Steering Committee report


C. ExecutiveCommittee


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Executive Committee
Initiative/management
- Euronext Market Undertakings
Presentation / report
- Euronext Market Undertakings
Participants
- Head of Cash of the Euronext Market Undertakings
- Chief Executive Officer of LCH.Clearnet SA
- Group Head of Repos and Exchange of LCH.Clearnet
- Relationship Managers of LCH.Clearnet SA and of the Euronext Market Undertakings
- Other participants as required on a case by case basis
Periodicity
[ *** ]
Objective
- Agreement and SLA management: validation of contractual changes
- Financial management
- Strategy management
- Global planning management
- Treatment of incidents and issues escalated through the Programme Steering Committee
Elements to provide before the meeting
- Agenda
- Project progress
Role and responsibilities
Manage the relationship between the Parties and solve issues related to the escalation procedure, the [ *** ] Projects planning, the BCP tests and the [ *** ] Capacity Plan
Expected results
Committee report

25.8    
ANNEX 7 – NON-GUARANTEED SERVICES

Non-Guaranteed Services provided by LCH.Clearnet SA regarding non-guaranteed transactions processed via pass through, clearing segment per clearing segment shall be as follows unless provided otherwise in the Agreement entered into between the Parties:
LCH.Clearnet SA provides transactions’ routing and reporting services, and, where relevant, send settlement instructions/files to the Settlement System(s).
 
On the Euronext Markets operated by Euronext Paris:
[ *** ] of the transactions in the Cash Clearing Infrastructure;
[ *** ] with a "non-guarantee" indicator;
[ *** ] in the name and on behalf of the Clearing Member on [ *** ]; and
[ *** ] on the transactions on [ *** ].

On the Euronext Markets operated by Euronext Brussels:
[ *** ] of the transactions in the Cash Clearing Infrastructure;
[ *** ] with a "non-guarantee" indicator;
[ *** ] in the name and on behalf of the Clearing Member on [ *** ]; and
[ *** ] on the transactions.

On the Euronext Markets operated by Euronext Amsterdam:
[ *** ] of the transactions in the Cash Clearing Infrastructure;
[ *** ] with a "non-guarantee" indicator;
[ *** ] related to these transactions in the relevant Settlement System by themselves;
[ *** ] from the Cash Clearing Infrastructure on [ *** ]; and
[ *** ] on the transactions.

On the Euronext Markets operated by Euronext Lisbon:

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[ *** ] of the transactions in the Cash Clearing Infrastructure;
[ *** ] with a "non-guarantee" indicator;
[ *** ] in the name and on behalf of the Clearing Member on [ *** ] to the Settlement System; and
[ *** ] on the transactions.

ANNEX 8 – CLEARING FEES GRID

As of the Commencement Date, LCH.Clearnet SA will apply the following Clearing Fee grid for NYX’s Cash Clearing as follows:


I. Clearing Fees

A. Guaranteed Postings

LCH.Clearnet SA charges a fixed fee per guaranteed posting:

€0.04 per posting for BlueChips stocks (AEX25, BEL20, CAC40 and PSI20 components stocks)
€0.10 per posting for any other security (other equities, bonds, ETFs, warrants...)

B. Non-guaranteed postings

LCH.Clearnet SA charges a fixed fee of €0.05 per non-guaranteed posting.


II. Clearing Services

A. Give-up/Take-up

LCH.Clearnet SA charges a fixed fee of € 0.10 on each take-up only.

B. Settlement related costs

(non applicable to non-guaranteed postings)
LCH.Clearnet SA’s policy is to recharge Clearing Members with settlement related costs pro rata each Clearing Member’s settlement volume per settlement platform. Any settlement charge or fee's modification will be automatically passed on to Clearing Members.

a) For NYSE Euronext markets, Equiduct and Cassiopeia corporate bond platforms

LCH.Clearnet SA charges back:

A variable fee of approximately €0.63 (fee amount subject to quarterly review if needed) per instruction sent to settlement in Euroclear France,
A variable fee of approximately €0.63 (fee amount subject to quarterly review if needed) per instruction sent to settlement in Euroclear Belgium,
A variable fee of approximately €0.63 (fee amount subject to quarterly review if needed) per instruction sent to settlement in Euroclear Netherlands (including NIEC),
A variable fee of approximately €0.41 (fee amount subject to quarterly review if needed) per instruction settled in Interbolsa,
A variable fee of approximately €1.27 (fee amount subject to quarterly review if needed) per instruction sent to settlement in Euroclear Bank

b) For Luxemburg Stock Exchange market

It represents ICSDs settlement charges and SWIFT messages costs.
Since the launch of Luxemburg Stock Exchange, LCH.Clearnet SA charges back:
A variable fee of approximately €1.50 per instruction sent to settlement in Euroclear Bank,
A variable fee of approximately €1.50 per instruction sent to settlement in Clearstream Banking Luxemburg,
The amounts of the settlement related costs are subject to quarterly review if needed.

C. Fail penalty fees

(non applicable to non-guaranteed postings)

The fail penalty fees are applied to Clearing Members whose transactions fail during the delivery and payment procedures.


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The invoicing of penalties applies per open Business Day on each selling fail per ISIN code, per Delivery Account (all settlement dates aggregated) and per Clearing Member.

The fail penalty fee is made up of:

A fixed fee of €15.00,
A variable fee ("EONIA-based rate" + 1% /360 x amount) - Currently, the "EONIA-based rate" used is 0.12%; unless significant changes are registered, such a rate will be revised each semester.
The sum of the variable parts collected is passed back to Clearing Members on a [ *** ] basis according to the following rules:
The passing back is calculated per segment; the variable part of fail penalty fee of a given segment is passed back to Clearing Members active on this segment only,
The allocation key is the cash Clearing Fees paid by each Clearing Member for a given segment,
The passing back [ *** ] amount for a given Clearing Member cannot be higher than the variable fail penalty fee effectively paid by this Member for the month.
The net difference between fail penalty fee and passing back is collected on the 10th open Business Day of the following month (example: 10th open Business Day of February for January fails).

D. Cash fail penalty

(non applicable to non-guaranteed postings)

These penalties are applied to Clearing Members whose transactions fail during the delivery and payment procedures. A fee is charged for each Business Day the default of cash remains unsettled: value of the fail charged at EONIA + 2%.


E. Buy-in / Purchase costs

(non applicable to non-guaranteed postings)

A fee of €150.00 is charged for each buy-in process initiated by LCH.Clearnet SA in addition to any amount due to meet the cost of purchasing the securities.
If a Member commits to delivering securities in the context of a buy-in procedure and LCH.Clearnet SA notes that this Member fails to deliver them, a penalty of 10% of the closing rate multiplied by the quantity of non delivered securities will be applied to the Clearing Member that had committed to delivering the securities.

ANNEX 9 – CURRENT CONFLICT OF INTERESTS POLICY
(Extract from LCH.Clearnet Group Limited’s Articles of Association
dated as of October 26, 2012)

23.
Directors’ appointments and interests (Article 23 of the Articles of Association of LCH.Clearnet Group Limited)

23.1    Subject to the Act, the directors may appoint one or more of their number, including the Chairman, to the office of nominated director or to any other executive office under the Company, and may enter into an agreement or arrangement with any director for his employment by the Company or for the provision by him of any services outside the scope of the ordinary duties of a director. Any such appointment, agreement or arrangement may be made upon such terms as the directors determine and they may remunerate any such director for his services as they think fit. Any appointment of a director to an executive office shall determine if he ceases to be a director but without prejudice to any claim for damages for breach of the contract of service between the director and the Company.
23.2    A director shall be authorised for the purposes of section 175 of the Act to act or continue to act as a director of the Company notwithstanding that at the time of his appointment or subsequently he also:
23.2.1    holds office as a director of any other member of the LCH.Clearnet Group;
23.2.2    holds any other office or employment with any other member of the LCH.Clearnet Group;
23.2.3    participates in any scheme, transaction or arrangement for the benefit of the employees or former employees of the Company or any other member of the LCH.Clearnet Group (including any pension fund or retirement, death or disability scheme or other bonus or employee benefit scheme); or
23.2.4    is interested directly or indirectly in any shares or debentures (or any rights to acquire shares or debentures) in the Company or any other member of the LCH.Clearnet Group.


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23.3    The directors may authorise any matter proposed to it which would, if not so authorised, involve a breach of duty by a director under section 175 of the Act.
23.4    Any authorisation under article 23.3 will be effective only if:
23.4.1    any requirement as to the quorum at the meeting at which the matter is considered is met without counting the director in question or any other director interested in the matter under consideration; and
23.4.2    the matter was agreed to without such directors voting or would have been agreed to if such directors' votes had not been counted.

23.5    The directors may give any authorisation under article 23.3 upon such terms as it thinks fit. The directors may vary or terminate any such authorisation at any time.
23.6    For the purposes of this article 23, a conflict of interest includes a conflict of interest and duty and a conflict of duties, and interest includes both direct and indirect interests.
23.7    A director shall be under no duty to the Company with respect to any information which he obtains or has obtained otherwise than as a director of the Company and in respect of which he owes a duty of confidentiality to another person. In particular the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act if he:
23.7.1    fails to disclose any such information to the directors or to any director or other officer or employee of the Company; or
23.7.2    does not use or apply any such information in performing his duties as a director of the Company.

However, to the extent that his relationship with that other person gives rise to a conflict of interest or possible conflict of interest, this article 23.7 applies only if the existence of that relationship has been authorised by the directors pursuant to article 23.3 or authorised by the members (subject, in any such case, to any terms upon which such authorisation was given).

23.8    Where the existence of a director's relationship with another person has been authorised pursuant to article 23.2, authorised by the directors pursuant to article 23.3 or authorised by the members and his relationship with that person gives rise to a conflict of interest or possible conflict of interest, the director shall not be in breach of the general duties he owes to the Company by virtue of sections 171 to 177 of the Act if at his discretion or at the request or direction of the directors or any committee of directors he:
23.8.1    absents himself from a meeting of directors or a committee of directors at which any matter relating to the conflict of interest or possible conflict of interest will or may be discussed or from the discussion of any such matter at a meeting or otherwise; or
23.8.2    makes arrangements not to receive documents and information relating to any matter which gives rise to the conflict of interest or possible conflict of interest sent or supplied by or on behalf of the Company or for such documents and information to be received and read by a professional adviser on his behalf,for so long as he reasonably believes such conflict of interest (or possible conflict of interest) subsists.

23.9    The provisions of articles 23.7 and 23.8 are without prejudice to any equitable principle or rule of law which may excuse the director from:
23.9.1    disclosing information, in circumstances where disclosure would otherwise be required under these Articles; or
23.9.2    attending meetings or discussions or receiving documents and information as referred to in article 23.8, in circumstances where such attendance or receiving such documents and information would otherwise be required under these Articles.


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23.10    A director who is in any way, directly or indirectly, interested in a proposed transaction or arrangement with the Company shall declare the nature and extent of his interest to the other directors before the Company enters into the transaction or arrangement.
23.11    A director who is in any way, directly or indirectly, interested in a transaction or arrangement that has been entered into by the Company shall declare the nature and extent of his interest to the other directors as soon as is reasonably practicable, unless the interest has already been declared under article 23.10.
23.12    Any declaration required by article 23.10 may (but need not) be made at a meeting of the directors or by notice in writing in accordance with section 184 of the Act or by general notice in accordance with section 185 of the Act. Any declaration required by article 23.11 must be made at a meeting of the directors or by notice in writing in accordance with section 184 of the Act or by general notice in accordance with section 185 of the Act.
23.13    If a declaration made under article 23.10 or 23.11 proves to be, or becomes, inaccurate or incomplete, a further declaration must be made under article 23.10 or .as appropriate ,23.11.
23.14    A director need not declare an interest under this article 23:
23.14.1    if it cannot reasonably be regarded as likely to give rise to a conflict of interest;
23.14.2    if, or to the extent that, the other directors are already aware of it (and for this purpose the other directors are treated as aware of anything of which they ought reasonably to be aware);
23.14.3    if, or to the extent that, it concerns terms of his service contract that have been or are to be considered by a meeting of the directors or by a committee of the directors appointed for the purpose under these Articles; or
23.14.4    if the director is not aware of his interest or is not aware of the transaction or arrangement in question (and for this purpose a director is treated as being aware of matters of which he ought reasonably to be aware).

23.15    Subject to the provisions of the Act and provided that he has declared the nature and extent of any direct or indirect interest of his in accordance with this article 23 or where article 23.14 applies and no declaration of interest is required or where article 85.2 applies, a director notwithstanding his office:
23.15.1    may be a party to, or otherwise be interested in, any transaction or arrangement with the Company or in which the Company is directly or indirectly interested;
23.15.2    may act by himself or through his firm in a professional capacity for the Company (otherwise than as auditor), and in any such case on such terms as to remuneration and otherwise as the directors may decide; or
23.15.3    may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise be interested in, any body corporate in which the Company is directly or indirectly interested.

23.16    A director shall not, by reason of his office, be accountable to the Company for any remuneration or other benefit which he derives from any office or employment or from any transaction or arrangement or from any interest in any body corporate:
23.16.1    the acceptance, entry into or existence of which has been authorised pursuant to article 23.2, authorised by the directors pursuant to article 23.3 or authorised by the members (subject, in any such case, to any terms upon which such authorisation was given); or
23.16.2    which he is permitted to hold or enter into pursuant to article 23.15 or otherwise pursuant to these Articles,
nor shall the receipt of any such remuneration or other benefit constitute a breach of his duty under section 176 of the Act. No transaction or arrangement authorised or permitted pursuant to article 23.2, 23.3 or or otherwise pursuant to these Articles shall be lia 23.15ble to be avoided on the ground of any such interest or benefit.

25.    Proceedings of Directors (Article 25 of the Articles of Association of LCH.Clearnet Group Limited)



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25.1    Subject to the provisions of these Articles, the directors may regulate their proceedings as they think fit. A director may, and the Company Secretary at the request of a director shall, call a meeting of the directors. Every director shall receive notice of a meeting, whether or not he is absent from the United Kingdom. Notice of a Board meeting is deemed to be duly given to a director if it is given to him personally or by word of mouth or by electronic form to an address given by him to the Company for that purpose or sent in writing to him at his last known address or other address given by him to the Company for that purpose. A director may waive the requirement that notice be given to him of a meeting of directors or a committee of directors, either prospectively or retrospectively. Questions arising at a meeting shall be decided by a majority of votes. In the case of an equality of votes, the Chairman shall have a second or casting vote.

25.2    A director may participate in a meeting of directors or a committee of directors through the medium of conference telephone or similar form of communications equipment if all persons participating in the meeting are able to hear and speak to each other throughout the meeting. A person participating in this way is deemed to be present in person at the meeting and is counted in a quorum and entitled to vote. Subject to the Act, all business transacted in this way by the directors or a committee of directors is for the purposes of these Articles deemed to be validly and effectively transacted at a meeting of the directors or of a committee of directors although fewer than two directors are physically present at the same place. The meeting is deemed to take place where the largest group of those participating is assembled or, if there is no such group, where the Chairman of the meeting is at the start of the meeting.

25.3    Subject to article the quorum for the transaction of the business of the directors may be ,25.9 fixed by a resolution of a simple majority of the directors (provided that the quorum must include one Independent Director) and unless so fixed at any number shall be six, including one Independent Director.

25.4    Unless he is unwilling to do so, the Chairman shall preside at every meeting of directors at which he is present. Where there is no director holding that office, or if the director holding it is unwilling to preside or is not present within five minutes after the time appointed for the meeting, the directors present may appoint one of their number to be Chairman of the meeting.
25.5    All acts done by a meeting of directors, or of a committee of directors, or by a person acting as a director shall be valid notwithstanding that it is afterwards discovered that there was a defect in the appointment of any director or that any of them were disqualified from holding office, or had ceased to hold office, or were not entitled to vote on the matter in question.
25.6    A resolution in writing signed by all the directors entitled to receive notice of a meeting of directors or of a committee of directors shall be as valid and effectual as if it has been passed at a meeting of directors or (as the case may be) a committee of directors duly convened and held and may consist of several documents in like form each signed by one or more directors.
25.7    A director may not attend such part of a meeting of directors or any committee (a "Relevant Meeting") concerning, or vote on any resolution in respect of, a matter with which he has, directly or indirectly, a Conflict of Interest (and any such director is referred to as a "Conflicted Director") without the prior consent of a 75 per cent. majority of the directors present at the Relevant Meeting (excluding any Conflicted Directors).
25.8    Where there is a question as to the existence of a Conflict of Interest with respect to a director, the matter shall be determined by the Independent Directors prior to the Relevant Meeting taking place in a fair, objective and non-discriminatory manner. If it is impracticable to convene a prior meeting of the Independent Directors, such determination shall be made by the Independent Directors present at the Relevant Meeting acting by simple majority, and if no majority decision can be reached, the Chairman shall have the casting vote. The decision of the Independent Directors, or the Independent Directors present at the Relevant Meeting (as the case may be) shall be final and binding and not open to challenge by any director or shareholder.
25.9    A Conflicted Director shall not be counted for the purpose of calculating the quorum present for a meeting of the Board or a committee (or the relevant part of such meeting) at which the issue relating to the conflict is to be considered and shall be deducted from the quorum requirements at a meeting when any such resolution is under consideration.
25.10    A Conflicted Director shall not be entitled to receive from the Company any information relating to the subject matter of the conflict. The provisions of article do not prejudice 25.7 the obligation on a Conflicted Director to disclose his interest in accordance with section 177 of the Act.




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NYX-2013.3.31-10Q EX-10.2


EXHIBIT 10.2
 

BONUS RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
NYSE EURONEXT OMNIBUS INCENTIVE PLAN

[Form of Agreement for Certain Management Committee Members]

This Agreement (this “Agreement”), entered into as of [●], 20__, by and between NYSE Euronext (together with its successors or any acquirer, including the Acquirer (as defined in Section 3 below), the “Company”) and [insert name] (the “Participant”).
WITNESSETH:
WHEREAS, the Company has adopted the NYSE Euronext Omnibus Incentive Plan (the “Plan”), which is administered by the committee appointed by the Company’s Board of Directors (the “Committee”); and
WHEREAS, pursuant to Section 10.1 of the Plan, the Committee may grant restricted stock units to the Participant, as an Eligible Employee.
NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Grant of Restricted Stock Units.
Subject to the restrictions and other conditions set forth herein and in the Plan, the Committee has authorized this grant of [insert number of shares of Common Stock covered by award] restricted stock units (the “RSUs”) to the Participant on [insert date] (the “Grant Date”). Each RSU shall entitle the Participant to receive one share of Common Stock (each, an “RSU Share”) in accordance with the terms of the Plan and this Agreement; provided, however, subject to Section [14][15], each RSU that vests prior to the date that the Company’s shareholders approve an amendment to the Plan that would permit the RSUs to be settled in shares of Common Stock shall entitle the Participant to receive an amount in cash (the “Cash Amount”) equal to the Fair Market Value of a share of Common Stock on the applicable vesting date (which, for purposes of clarity, is the last sales price reported for the Common Stock on such vesting date, or if such vesting date is not a trading day, on the first trading day following such vesting date) in accordance with the terms of the Plan and this Agreement.
2. Vesting and Distribution Schedule.
Subject to Sections 3 and 7, (a) the RSUs shall vest one-third on each of the first three anniversaries of the Grant Date and (b) on or as soon as practicable following the applicable vesting date (and in all events not later than 60 days following such date), the Company shall distribute to the Participant one RSU Share (or, if applicable, the Applicable Cash Amount, as defined below) with respect to each RSU that vests on each such date. Upon any distribution of any of the RSU Shares (or, if applicable, the Applicable Cash Amount) under this Agreement, all obligations of the Company with respect to the corresponding RSUs shall be deemed satisfied.
3. Termination of Employment or Merger Closing.
Upon (i) a Termination of the Participant as a result of an Involuntary Termination (as defined below), Retirement, Disability or death or (ii) the closing (the “Merger Closing”) of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger by and among the Company, IntercontinentalExchange, Inc., IntercontinentalExchange Group, Inc. (the “Acquirer”), Braves Merger Sub, Inc. and Baseball Merger Sub, LLC, dated as of March 19, 2013 (as may be amended from time to time, the “Merger Agreement”), the RSUs shall immediately become fully vested, and the Company shall distribute to the Participant (or, in the event of death, to his or her estate) one RSU Share (or, if applicable, the Applicable Cash Amount) for each RSU (A) not later than 74 days following such Termination or (B) as of the Merger Closing, as applicable; provided that, in the case of any such Termination, such accelerated vesting and distribution shall be subject to (x) any requirement set forth in an employment agreement entered into between the Participant and the Company or an Affiliate that is in effect as of the date of such Termination (the “Employment Agreement”) to execute and not revoke a release of claims or (y) if no such employment agreement is then in effect, the Participant’s execution and non-revocation (not later than 60 days after such Termination) of a legally sufficient release in a form then to be provided by the Company. If the 74th day following such Termination occurs in the calendar year following the year in which such Termination occurs, such distribution shall be made in such following year on or prior to such 74th day. Upon a Termination of the Participant for any reason other than as a result of an Involuntary Termination, Retirement, Disability or death, any RSUs that are unvested as of immediately prior to such Termination shall be forfeited. “Involuntary Termination” shall have the meaning assigned to such term (or a like term, including without limitation a termination of employment by the Company without “cause” or by the Participant for “good reason”) in the Employment Agreement, or if no such agreement is in effect as of the date of such Termination, shall mean the Termination of the Participant by the Company or an





Affiliate, without Cause, including (without limitation) pursuant to a formal division, department or organization-wide reduction in force. If, upon the Participant’s Termination, the Participant does not have an employment agreement with the Company or an Affiliate that defines Involuntary Termination, each of the Committee (or, following the Merger Closing, any successor to the Committee or any committee of the Acquirer) and the Company’s senior Human Resources officer (and any designee thereof) shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. Such decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.
4. Rights as a Stockholder; Transferability.
The Participant shall have no rights as a stockholder with respect to the RSU Shares, if applicable, unless and until the Participant has become the holder of record upon distribution of such RSU Shares. Adjustments shall be made for dividends in cash or other property, distributions or other rights with respect to the RSUs or, if applicable, the RSU Shares only to the extent expressly provided in Section 10 or the Plan. Unless and until the RSU Shares, if applicable, are distributed to the Participant, such RSU Shares shall not be Transferable by the Participant.

5. Withholding.
The Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state and local or foreign taxes [, including personal social security contributions,]1 [, including, without limitation, withholding obligations under the “pay as you earn” (PAYE) system and national insurance and social security liabilities]2 that the Company is required to withhold at any time with respect to the RSUs and the RSU Shares (or, if applicable, the Applicable Cash Amount), including by the Company withholding a number of RSU Shares, if applicable, to be delivered hereunder, or an amount in cash (including, if applicable, from the Applicable Cash Amount), necessary to satisfy the minimum withholding obligations based on the Fair Market Value of such RSU Shares, if applicable, on the delivery date. In the absence of such arrangements, the Company or one of its Affiliates shall have the right to withhold such taxes from [the Participant’s normal pay or other]3 amounts payable to the Participant [(other than normal pay)]4 to the extent permitted under applicable law. In addition, any statutorily required withholding obligation may be satisfied, in whole or in part, at the Participant’s election, in the form and manner prescribed by the Committee, including by delivery of shares of Common Stock (including, if applicable, RSU Shares).
6. Controlling Provisions.
Except as otherwise expressly provided herein, this Agreement is subject to all of the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. Capitalized terms in this Agreement that are not otherwise defined shall have the same meanings as set forth in the Plan. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, this Agreement shall control. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof.




_______________________________________________________
1. The bracketed language is included in awards to employees in Belgium.
2. The bracketed language is included in awards to employees in the United Kingdom.
3. The bracketed language is included in awards other than those to employees in Portugal.
4. The bracketed language is included in awards to employees in Portugal.

2



7. Amendment; Section 409A of the Code.
To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with Section 409A of the Code or any other applicable law and may also amend, suspend or terminate this Agreement subject to the terms of the Plan; provided that no such amendment shall impair the Participant’s rights hereunder without his or her prior written consent. While the Company does not guarantee any particular tax treatment with respect to the RSUs and the RSU Shares (or, if applicable, the Applicable Cash Amount), payment of the RSU Shares (or, if applicable, the Applicable Cash Amount) is intended either to qualify as a “short-term deferral” under Section 409A of the Code or to comply with Section 409A. Notwithstanding anything contained herein to the contrary, (a) if the RSUs constitute nonqualified deferred compensation under Section 409A of the Code, a termination of the Participant’s employment shall not be deemed to have occurred for purposes of payment of the RSU Shares (or, if applicable, the Applicable Cash Amount) unless such termination also constitutes a “separation from service” under Section 409A of the Code, and all references in this Agreement to “Termination”, “Involuntary Termination” or like terms shall be deemed to mean “separation from service,” and (b) if the Committee considers the Participant to be one of the Company’s “specified employees” under Section 409A of the Code at the time of the Participant’s Termination and such Termination constitutes a “separation from service” under Section 409A, any distribution that otherwise would be made to the Participant with respect to the RSUs as a result of such Termination shall not be made until the date that is six months after such Termination, except to the extent that earlier distribution would not result in the Participant incurring interest or additional tax under Section 409A of the Code.
8. Notices.
Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by United States mail, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):
If to the Company, to:
NYSE Euronext
11 Wall Street, 16th Floor
New York, New York 10005
[USA]
Attention: [insert name]
If to the Participant, to the address on file with the Company.
9. No Obligation to Continue Employment.
This Agreement is not an agreement of employment. This Agreement does not guarantee that the Company or its Affiliates will employ or retain, or continue to employ or retain, the Participant during the entire, or any portion of the, term of this Agreement, including but not limited to any period during which any RSU is outstanding, nor does it modify in any respect the Company’s or its Affiliates’ right to terminate or modify the Participant’s employment or compensation.
10. Dividend Equivalents.
The Company shall determine whether, if any cash dividends (whether regular or extraordinary) are paid on shares of Common Stock at any time that any of the RSUs remain outstanding, the Participant shall be eligible to receive any amounts with respect to such cash dividends, which amounts shall be payable in cash (any such amounts, “Dividend Equivalents”). The amount of any such Dividend Equivalent shall equal the amount of the cash dividend that the Participant would have received on the undistributed RSU Shares, if applicable, had such RSU Shares been distributed to the Participant as of the applicable dividend record date (or, if applicable, the amount of the cash dividend that the Participant would have received on such number of shares of Common Stock that have an aggregate Fair Market Value as of such record date that is equal to the then undistributed Cash Amounts, assuming for such purpose that such shares had been distributed to the Participant as of such record date). Any such Dividend Equivalent shall be paid to the Participant on or within 30 days after the date on which the applicable dividend is paid.

[11. Representations.
Each of the parties hereby represents and warrants that (a) such party is fully authorized to enter into this Agreement and to perform such party’s obligations under it, (b) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document or, in the case of the Company, any agreement among holders of its Common Stock, (c) upon the execution of this Agreement by the Company and the Participant, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms except to the extent enforceability may be limited by applicable law.]5
___________________________
5. The bracketed language is included in awards other than those to employees in the United States.

3



[11][12]. Issuance of Common Stock.
The Participant agrees that the Company shall not be obligated to deliver any RSU Shares, if applicable, if the Company reasonably determines that such sale or delivery would violate any applicable law, rule or regulation of any governmental authority or any applicable rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. In the event of any such restriction (other than one due to insider trading issues), the Company shall take all such action as may be necessary or appropriate to eliminate such restriction at the earliest practicable date. All RSU Shares, if applicable, when issued shall be duly authorized and shall be (a) validly issued, fully paid and non-assessable, (b) registered for sale, and for resale, by the Participant under federal and state securities laws and shall remain registered so long as the shares may not be freely sold in the absence of such registration and (c) listed, or otherwise qualified, for trading in the United States, on each national securities exchange or national securities market system on which the Common Stock is listed or qualified. Except as expressly provided herein, the Company shall not otherwise have any right not to deliver the RSU Shares, if applicable.
[12][13]. Miscellaneous.
     (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.
     (b) Provisions contained in the Employment Agreement, if applicable, relating to golden parachute tax, mitigation and offset, resolution of disputes, governing law and survival of the Employment Agreement are incorporated mutatis mutandis into this Agreement.
     (c) If any provision of this Agreement shall be declared by any court or arbitrator of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable.
[13][14]. Transfer of Personal Data.
[The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Affiliate) of any personal data information related to the RSUs, for legitimate business purposes (including, without limitation, the administration of the Plan) out of the Participant’s home country and including to countries with less data protection than the data protection provided by the Participant’s home country. This authorization/consent is freely given by the Participant.]6 
[The Participant consents to the holding and processing of data about him and his dependants (including sensitive personal data) for the purposes of administering the RSUs granted hereunder and the disclosure of such data (even outside the European Union) to the Company and/or any Affiliate and to any potential purchaser thereof and to the advisors of the Company and/or any Affiliate and to the Committee (or its authorized delegate).]7 
[14][15]. Form of Settlement
(a) Notwithstanding anything in this Agreement or, if applicable, the Employment Agreement to the contrary, if, prior to the Merger Closing, the Company’s shareholders do not approve an amendment to the Plan that would permit the RSUs to be settled in shares of Common Stock, then, with respect to each RSU that is outstanding as of the Merger Closing and that converts into a restricted stock unit denominated in shares of the Acquirer’s common stock pursuant to the terms of the Merger Agreement, the Acquirer shall have the right to determine, in its sole discretion, whether the Participant shall receive, in settlement of each such RSU, either (i) the number of shares of the Acquirer’s common stock that is subject to such RSU, as determined by the Acquirer in accordance with the terms of the Merger Agreement, or (ii) an amount in cash (the “Merger Cash Amount”) equal to the aggregate fair market value of such number of shares of the Acquirer’s common stock, as determined by the Acquirer in good faith.
  (b) By accepting the RSUs subject to this Agreement, the Participant agrees that, notwithstanding anything in any prior agreement pursuant to which the Participant was granted restricted stock units that were outstanding as of December 20, 2012 (each such unit, a “Prior RSU”) or, if applicable, the Employment Agreement, each Prior RSU that vests prior to the date that the Company’s shareholders approve an amendment to the Plan that would permit such Prior RSU to be settled in a share of Common Stock shall entitle the Participant to receive the Cash Amount on the applicable vesting date in accordance with the terms of the Plan and such agreement, and such agreement shall be deemed to be amended to incorporate therein mutatis mutandis the cash-settlement provisions of this Agreement; provided, however, that if the Merger Closing occurs, then, with respect to each Prior RSU that is outstanding as of the Merger Closing and that converts into a restricted stock unit denominated in shares of the Acquirer’s common stock pursuant to the terms of the Merger Agreement, the Acquirer shall have the right to determine, in its sole discretion, whether the Participant shall receive, in settlement of each such Prior RSU, either (i) the number of shares of the Acquirer’s common stock that is subject to the Prior RSU, as determined by the Acquirer in accordance with the terms of the Merger Agreement, or (ii) an amount in cash equal to the Merger Cash Amount. The “Applicable Cash Amount” means the Cash Amount or the Merger Cash Amount, as applicable.
_______________________________________
6. This provision is included in all awards other than those to employees in the United Kingdom.
7. This provision is included in awards to employees in the United Kingdom.

4



[16. Employment Damages Exclusion.
The Participant acknowledges and agrees that participation in the Plan is a matter entirely separate from any pension right or entitlement that the Participant may have pursuant to the Participant’s terms and conditions of employment with the Company and/or its Affiliates. The Participant understands and agrees that if he leaves the employment of the Company and/or its Affiliates or otherwise ceases to be an Eligible Employee, he shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan which he might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever.]8 
[15][16][17]. NO ACQUIRED RIGHTS.
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAY TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) THE AWARD OF RESTRICTED STOCK UNITS MADE UNDER THIS AGREEMENT IS EXCEPTIONAL AND UNIQUE AND IS COMPLETELY INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY; AND (C) NO PAST GRANTS OR AWARDS (INCLUDING, WITHOUT LIMITATION, THE RESTRICTED STOCK UNITS AWARDED HEREUNDER) GIVE THE PARTICIPANT ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER.
[Signature page follows]














_______________________________

8. This provision is included in awards to employees in the United Kingdom.

5



[Acceptance of this Agreement by the Participant constitutes acceptance of these terms, effective as of the day and year first set forth above.]9 

[IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

NYSE EURONEXT


________________________
Name:
Title:



PARTICIPANT


___________________________]10 
[(SIGNATURE REQUIRED)]11 





























__________________________________________________________________ 
9. This provision is included only in awards to employees in the United States.
10. Signatures are included in awards to employees other than in the United States.
11. The signature of the award recipient is required in awards to employees in Belgium.


6

NYX-2013.3.31-10Q EX-10.3


EXHIBIT 10.3


LTIP RESTRICTED STOCK UNIT AGREEMENT
PURSUANT TO THE
NYSE EURONEXT OMNIBUS INCENTIVE PLAN

[Form of Agreement for Certain Management Committee Members]

This Agreement (this “Agreement”), entered into as of [●], 20__, by and between NYSE Euronext (together with its successors or any acquirer, including the Acquirer (as defined in Section 3 below), the “Company”) and [insert name] (the “Participant”).
WITNESSETH:
WHEREAS, the Company has adopted the NYSE Euronext Omnibus Incentive Plan (the “Plan”), which is administered by the committee appointed by the Company’s Board of Directors (the “Committee”); and
WHEREAS, pursuant to Section 10.1 of the Plan, the Committee may grant restricted stock units to the Participant, as an Eligible Employee.
NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Grant of Restricted Stock Units.
Subject to the restrictions and other conditions set forth herein and in the Plan, the Committee has authorized this grant of [insert number of shares of Common Stock covered by award] restricted stock units (the “RSUs”) to the Participant on [insert date] (the “Grant Date”). Each RSU shall entitle the Participant to receive one share of Common Stock (each, an “RSU Share”) in accordance with the terms of the Plan and this Agreement; provided, however, subject to Section [14][15], each RSU that vests prior to the date that the Company’s shareholders approve an amendment to the Plan that would permit the RSUs to be settled in shares of Common Stock shall entitle the Participant to receive an amount in cash (the “Cash Amount”) equal to the Fair Market Value of a share of Common Stock on the applicable vesting date (which, for purposes of clarity, is the last sales price reported for the Common Stock on such vesting date, or if such vesting date is not a trading day, on the first trading day following such vesting date) in accordance with the terms of the Plan and this Agreement.
2. Vesting and Distribution Schedule.
Subject to Sections 3 and 7, (a) the RSUs shall fully vest on the third anniversary of the Grant Date and (b) on or as soon as practicable following such date (and in all events not later than 60 days following such date), the Company shall distribute to the Participant one RSU Share (or, if applicable, the Cash Amount) with respect to each RSU. Upon any distribution of any of the RSU Shares (or, if applicable, any Cash Amount) under this Agreement, all obligations of the Company with respect to the corresponding RSUs shall be deemed satisfied.

3. Termination of Employment.
[(a)]    Upon a Termination of the Participant as a result of an Involuntary Termination (as defined below), [Retirement,] Disability or death, [the RSUs shall immediately become fully vested, and the]1 [the number of RSUs determined in accordance with Section 3(b) shall immediately become vested; provided, that if an Involuntary Termination occurs following the closing (the “Merger Closing”) of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger by and among the Company, IntercontinentalExchange, Inc., IntercontinentalExchange Group, Inc. (the “Acquirer”), Braves Merger Sub, Inc. and Baseball Merger Sub, LLC, dated as of March 19, 2013 (as may be amended from time to time, the “Merger Agreement”), the RSUs shall immediately become fully vested. The]2 Company shall distribute to the Participant (or, in the event of death, to his or her estate) one RSU Share (or, if applicable, the Cash Amount) for each [vested]3 RSU not later than 74 days following such Termination; provided that such accelerated vesting and distribution shall be subject to (x) any requirement set forth in an employment agreement entered into between the Participant and the Company or an Affiliate that is in effect as of the date of such Termination (the “Employment Agreement”)
_____________________________________________
1. The bracketed language is included in awards to employees in the United States.
2. The bracketed language is included in all awards other than those to employees in the United States.
3. The bracketed language is included in all awards other than those to employees in the United States.





to execute and not revoke a release of claims or (y) if no such employment agreement is then in effect, the Participant’s execution and non-revocation (not later than 60 days after such Termination) of a legally sufficient release in a form then to be provided by the Company. If the 74th day following such Termination occurs in the calendar year following the year in which such Termination occurs, such distribution shall be made in such following year on or prior to such 74th day.
[(b)    The number of RSUs that shall vest upon a Termination of the Participant as a result of an Involuntary Termination (other than an Involuntary Termination following the Merger Closing), Disability or death shall equal (i) the number of RSUs that are unvested as of immediately prior to such Termination, multiplied by (ii) the number of full calendar months during the period commencing on the Grant Date and ending on the date of such Termination, divided by (iii) 36.]4 
[(c)]    Upon a Termination of the Participant for any reason other than as a result of an Involuntary Termination, [Retirement,] Disability or death, any RSUs that are unvested as of immediately prior to such Termination shall be forfeited.
[(d)] “Involuntary Termination” shall have the meaning assigned to such term (or a like term, including without limitation a termination of employment by the Company without “cause” or by the Participant for “good reason”) in the Employment Agreement, or if no such agreement is in effect as of the date of such Termination, shall mean the Termination of the Participant by (a) the Company or an Affiliate, without Cause, including (without limitation) pursuant to a formal division, department or organization-wide reduction in force or (b) the Participant following the [Merger Closing]5 [closing (the “Merger Closing”) of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger by and among the Company, IntercontinentalExchange, Inc., IntercontinentalExchange Group, Inc. (the “Acquirer”), Braves Merger Sub, Inc. and Baseball Merger Sub, LLC, dated as of March 19, 2013 (as may be amended from time to time, the “Merger Agreement”),]6 and a subsequent (i) reduction in the Participant’s base salary as in effect as of immediately prior to the Merger Closing or (ii) relocation of the Participant’s principal place of employment to a location that is more than 50 miles from the Participant’s principal place of employment as of immediately prior to the Merger Closing; provided that the Acquirer shall have the right to cure such reduction or relocation, as applicable, within 30 days after receipt of written notice of such reduction or relocation from the Participant, which written notice must be provided not later than 90 days after the Participant’s initial knowledge of such reduction or relocation, as applicable. If, upon the Participant’s Termination, the Participant does not have an employment agreement with the Company or an Affiliate that defines Involuntary Termination, each of the Committee (or, following the Merger Closing, any successor to the Committee or any committee of the Acquirer) and the Company’s senior Human Resources officer (and any designee thereof) shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. Such decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.
4. Rights as a Stockholder; Transferability.
The Participant shall have no rights as a stockholder with respect to the RSU Shares, if applicable, unless and until the Participant has become the holder of record upon distribution of such RSU Shares. Adjustments shall be made for dividends in cash or other property, distributions or other rights with respect to the RSUs or, if applicable, the RSU Shares only to the extent expressly provided in Section 10 or the Plan. Unless and until the RSU Shares, if applicable, are distributed to the Participant, such RSU Shares shall not be Transferable by the Participant.
5. Withholding.
The Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state and local or foreign taxes [, including personal social security contributions,]7 [, including, without limitation, withholding obligations under the “pay as you earn” (PAYE) system and national insurance and social security liabilities]8 that the Company is required to withhold at any time with respect to the RSUs and the RSU Shares (or, if applicable, the Cash Amounts), including by the Company withholding a number of RSU Shares, if applicable, to be delivered hereunder, or an amount in cash (including from the Cash Amounts, if applicable), necessary to satisfy the minimum withholding obligations based on the Fair Market Value of such RSU Shares, if applicable, on the delivery date. In the absence of such arrangements, the Company or one of its Affiliates shall have the right to withhold such taxes from [the Participant’s normal pay or other]9 amounts payable to the Participant [(other than normal pay)]10 to the extent permitted under applicable law. In addition, any statutorily required withholding obligation may be satisfied, in whole or in part, at the Participant’s election, in the form and manner prescribed by the Committee, including by delivery of shares of Common Stock (including, if applicable, RSU Shares).
______________________________________

4. The bracketed language is included in all awards other than those to employees in the United States.
5. The bracketed language is included in all awards other than those to employees in the United States.
6. The bracketed language is included in awards to employees in the United States.
7. The bracketed language is included in awards to employees in Belgium.
8. The bracketed language is included in awards to employees in the United Kingdom.
9. The bracketed language is included in awards other than those to employees in Portugal.
10. The bracketed language is included in awards to employees in Portugal.

2
    



6. Controlling Provisions.
Except as otherwise expressly provided herein, this Agreement is subject to all of the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. Capitalized terms in this Agreement that are not otherwise defined shall have the same meanings as set forth in the Plan. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, this Agreement shall control. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof.
7. Amendment; Section 409A of the Code.
To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with Section 409A of the Code or any other applicable law and may also amend, suspend or terminate this Agreement subject to the terms of the Plan; provided that no such amendment shall impair the Participant’s rights hereunder without his or her prior written consent. While the Company does not guarantee any particular tax treatment with respect to the RSUs and the RSU Shares (or, if applicable, the Cash Amount), payment of the RSU Shares (or, if applicable, the Cash Amounts) is intended either to qualify as a “short-term deferral” under Section 409A of the Code or to comply with Section 409A. Notwithstanding anything contained herein to the contrary, (a) if the RSUs constitute nonqualified deferred compensation under Section 409A of the Code, a termination of the Participant’s employment shall not be deemed to have occurred for purposes of payment of the RSU Shares (or, if applicable, the Cash Amount) unless such termination also constitutes a “separation from service” under Section 409A of the Code, and all references in this Agreement to “Termination”, “Involuntary Termination” or like terms shall be deemed to mean “separation from service,” and (b) if the Committee considers the Participant to be one of the Company’s “specified employees” under Section 409A of the Code at the time of the Participant’s Termination and such Termination constitutes a “separation from service” under Section 409A, any distribution that otherwise would be made to the Participant with respect to the RSUs as a result of such Termination shall not be made until the date that is six months after such Termination, except to the extent that earlier distribution would not result in the Participant incurring interest or additional tax under Section 409A of the Code.
8. Notices.
Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by United States mail, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):
If to the Company, to:
NYSE Euronext
11 Wall Street, 16th Floor
New York, New York 10005
[USA]
Attention: [insert name]
If to the Participant, to the address on file with the Company.
9. No Obligation to Continue Employment.
This Agreement is not an agreement of employment. This Agreement does not guarantee that the Company or its Affiliates will employ or retain, or continue to employ or retain, the Participant during the entire, or any portion of the, term of this Agreement, including but not limited to any period during which any RSU is outstanding, nor does it modify in any respect the Company’s or its Affiliates’ right to terminate or modify the Participant’s employment or compensation.
10. Dividend Equivalents.
The Company shall determine whether, if any cash dividends (whether regular or extraordinary) are paid on shares of Common Stock at any time that any of the RSUs remain outstanding, the Participant shall be eligible to receive any amounts with respect to such cash dividends, which amounts shall be payable in cash (any such amounts, “Dividend Equivalents”). The amount of any such Dividend Equivalent shall equal the amount of the cash dividend that the Participant would have received on the undistributed RSU Shares, if applicable, had such RSU Shares been distributed to the Participant as of the applicable dividend record date (or, if applicable, the amount of the cash dividend that the Participant would have received on such number of shares of Common Stock that have an aggregate Fair Market Value as of such record date that is equal to the then undistributed Cash Amounts, assuming for such purpose that such shares had been distributed to the Participant as of such record date). Any such Dividend Equivalent shall be paid to the Participant on or within 30 days after the date on which the applicable dividend is paid.
 

3
    



[11. Representations.
Each of the parties hereby represents and warrants that (a) such party is fully authorized to enter into this Agreement and to perform such party’s obligations under it, (b) the execution, delivery and performance of this Agreement does not violate any applicable law, regulation, order, judgment or decree or any agreement, plan or corporate governance document or, in the case of the Company, any agreement among holders of its Common Stock, (c) upon the execution of this Agreement by the Company and the Participant, this Agreement shall be the valid and binding obligation of the Company, enforceable in accordance with its terms except to the extent enforceability may be limited by applicable law.]11 

[11][12]. Issuance of Common Stock.
The Participant agrees that the Company shall not be obligated to deliver any RSU Shares, if applicable, if the Company reasonably determines that such sale or delivery would violate any applicable law, rule or regulation of any governmental authority or any applicable rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. In the event of any such restriction (other than one due to insider trading issues), the Company shall take all such action as may be necessary or appropriate to eliminate such restriction at the earliest practicable date. All RSU Shares, if applicable, when issued shall be duly authorized and shall be (a) validly issued, fully paid and non-assessable, (b) registered for sale, and for resale, by the Participant under federal and state securities laws and shall remain registered so long as the shares may not be freely sold in the absence of such registration and (c) listed, or otherwise qualified, for trading in the United States, on each national securities exchange or national securities market system on which the Common Stock is listed or qualified. Except as expressly provided herein, the Company shall not otherwise have any right not to deliver the RSU Shares, if applicable.
[12][13]. Miscellaneous.
     (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.
     (b) Provisions contained in the Employment Agreement, if applicable, relating to golden parachute tax, mitigation and offset, resolution of disputes, governing law and survival of the Employment Agreement are incorporated mutatis mutandis into this Agreement.
     (c) If any provision of this Agreement shall be declared by any court or arbitrator of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable.
[13][14]. Transfer of Personal Data.
[The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Affiliate) of any personal data information related to the RSUs, for legitimate business purposes (including, without limitation, the administration of the Plan) out of the Participant’s home country and including to countries with less data protection than the data protection provided by the Participant’s home country. This authorization/consent is freely given by the Participant.]12 
[The Participant consents to the holding and processing of data about him and his dependants (including sensitive personal data) for the purposes of administering the RSUs granted hereunder and the disclosure of such data (even outside the European Union) to the Company and/or any Affiliate and to any potential purchaser thereof and to the advisors of the Company and/or any Affiliate and to the Committee (or its authorized delegate).]13 
[14][15]. Form of Settlement
(a) Notwithstanding anything in this Agreement or, if applicable, the Employment Agreement to the contrary, if, prior to the Merger Closing, the Company’s shareholders do not approve an amendment to the Plan that would permit the RSUs to be settled in shares of Common Stock, then, with respect to each RSU that is outstanding as of the Merger Closing and that converts into a restricted stock unit denominated in shares of the Acquirer’s common stock pursuant to the terms of the Merger Agreement, the Acquirer shall have the right to determine, in its sole discretion, whether the Participant shall receive, in settlement of each such RSU, at the time such RSU vests and settles in accordance with its terms, either (i) the number of shares of the Acquirer’s common stock that is subject to such RSU, as determined by the Acquirer in accordance with the terms of the Merger Agreement, or (ii) an amount in cash equal to the aggregate fair market value of such number of shares of the Acquirer’s common stock, as determined by the Acquirer in good faith.
__________________________________

11. The bracketed language is included in awards other than those to employees in the United States.
12. This provision is included in all awards other than those to employees in the United Kingdom.
13. This provision is included in awards to employees in the United Kingdom.

4
    



  (b) By accepting the RSUs subject to this Agreement, the Participant agrees that, notwithstanding anything in any prior agreement pursuant to which the Participant was granted restricted stock units that were outstanding as of December 20, 2012 (each such unit, a “Prior RSU”) or, if applicable, the Employment Agreement, each Prior RSU that vests prior to the date that the Company’s shareholders approve an amendment to the Plan that would permit such Prior RSU to be settled in a share of Common Stock shall entitle the Participant to receive the Cash Amount on the applicable vesting date in accordance with the terms of the Plan and such agreement, and such agreement shall be deemed to be amended to incorporate therein mutatis mutandis the cash-settlement provisions of this Agreement; provided, however, that if the Merger Closing occurs, then, with respect to each Prior RSU that is outstanding as of the Merger Closing and that converts into a restricted stock unit denominated in shares of the Acquirer’s common stock pursuant to the terms of the Merger Agreement, the Acquirer shall have the right to determine, in its sole discretion, whether the Participant shall receive, in settlement of each such Prior RSU, either (i) the number of shares of the Acquirer’s common stock that is subject to the Prior RSU, as determined by the Acquirer in accordance with the terms of the Merger Agreement, or (ii) an amount in cash equal to the aggregate fair market value of such number of shares of the Acquirer’s common stock, as determined by the Acquirer in good faith.
[16. Employment Damages Exclusion.
The Participant acknowledges and agrees that participation in the Plan is a matter entirely separate from any pension right or entitlement that the Participant may have pursuant to the Participant’s terms and conditions of employment with the Company and/or its Affiliates. The Participant understands and agrees that if he leaves the employment of the Company and/or its Affiliates or otherwise ceases to be an Eligible Employee, he shall not be entitled to any compensation for any loss of any right or benefit or prospective right or benefit under the Plan which he might otherwise have enjoyed whether such compensation is claimed by way of damages for wrongful dismissal or other breach of contract or by way of compensation for loss of office or otherwise howsoever.]14 
[15][16][17]. NO ACQUIRED RIGHTS.
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAY TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) [SUBJECT TO THE EMPLOYMENT AGREEMENT,] THE AWARD OF RESTRICTED STOCK UNITS MADE UNDER THIS AGREEMENT IS EXCEPTIONAL AND UNIQUE AND IS COMPLETELY INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY; AND (C) NO PAST GRANTS OR AWARDS (INCLUDING, WITHOUT LIMITATION, THE RESTRICTED STOCK UNITS AWARDED HEREUNDER) GIVE THE PARTICIPANT ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER.
[Signature page follows]









______________________________________

14. This provision is included in awards to employees in the United Kingdom.

5
    



[Acceptance of this Agreement by the Participant constitutes acceptance of these terms, effective as of the day and year first set forth above.]15 

[IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first set forth above.

NYSE EURONEXT


________________________
Name:
Title:



PARTICIPANT


___________________________]16 
[(SIGNATURE REQUIRED)]17 


 






















________________________________________

15. This provision is included only in awards to employees in the United States.
16. Signatures are included in awards to employees other than in the United States.
17. The signature of the award recipient is required in awards to employees in Belgium.


6
    

NYX-2013.3.31-10Q EX-10.4


EXHIBIT 10.4


PERFORMANCE STOCK UNIT AGREEMENT
PURSUANT TO THE
NYSE EURONEXT OMNIBUS INCENTIVE PLAN

This Agreement (this “Agreement”), entered into as of February 6, 2013, by and between NYSE Euronext (together with its successors or any acquirer, including the Acquirer (as defined in Section 2(d)(ii) below)), the “Company”) and Duncan Niederauer (the “Participant”).
WITNESSETH:
WHEREAS, the Company has adopted the NYSE Euronext Omnibus Incentive Plan (the “Plan”), which is administered by the committee appointed by the Company’s Board of Directors (the “Committee”); and
WHEREAS, pursuant to Section 9.1 of the Plan, the Committee may grant performance stock units to the Participant, as an Eligible Employee.
NOW, THEREFORE, for and in consideration of the mutual promises herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Grant of Performance Stock Units.
Subject to the restrictions and other conditions set forth herein and in the Plan, the Committee has authorized this grant of performance stock units (“PSUs”) in the amount of 85,179 PSUs (the “Grant Date Amount”) to the Participant on February 6, 2013 (the “Grant Date”).
2. Vesting and Distribution Schedule.
(a)    Vesting Generally. The PSUs shall vest to the extent that both the “Service Condition” and the “Performance Condition” are satisfied as of the “Measurement Date” (as such terms are defined below). For the avoidance of doubt, if no percentage of either the Performance Condition or Service Condition is satisfied as of the Measurement Date, the PSUs shall not vest and shall be forfeited in their entirety without any payment to the Participant.
(b)    Service Condition. Subject to Section 2(f), the Service Condition shall be satisfied (fully or on a pro rata basis, as applicable) as of the first to occur of the following in clauses (i), (ii) and (iii):
(i)    The Service Condition shall be fully satisfied as of December 31, 2015 (the “Measurement Date”); provided that the Participant has not experienced a Termination at any time prior to the Measurement Date.
(ii)    Upon Termination of the Participant as a result of Disability, death or an Involuntary Termination, in each case at any time prior to the Measurement Date, a percentage of the Service Condition shall be satisfied as of the date of such Termination, as applicable, which percentage shall equal (x) the number of days during the period commencing on January 1, 2013 (the “Start Date”) and ending on the date of such Termination, divided by (y) the number of days during the period commencing on the Start Date and ending on the Measurement Date, and multiplied by (z) 100, and the remaining percentage of the Service Condition thereafter shall not be eligible to be satisfied.
(iii)    Upon a Termination of the Participant as a result of a Retirement at any time prior to the Measurement Date, the Service Condition shall be fully satisfied as of the date of such Termination.
(iv)    Upon a Termination of the Participant at any time prior to the Measurement Date for any reason other than as a result of an Involuntary Termination, Disability, death or Retirement, the PSUs shall be forfeited in their entirety without any payment to the Participant.
Involuntary Termination” shall have the meaning assigned to such term (or a like term including, without limitation, a termination of employment by the Company without “cause” or by the Participant for “good reason”) in an employment agreement entered into between the Participant and the Company or an Affiliate that is in effect as of the date of such Termination (the “Employment Agreement”), or if no such agreement is in effect as of the date of such Termination, shall mean the Termination of the Participant by the Company or an Affiliate, without Cause, including (without limitation) pursuant to a formal division, department or organization-wide reduction in force. If, upon the Participant’s Termination, the Participant does not have an employment agreement with the Company or an Affiliate that defines Involuntary Termination, each of the Committee (or, following the Merger Closing (as defined in Section 2(d)(ii) below), any successor to the Committee or any committee of the Acquirer) and the Company’s senior Human Resources officer (and any designee thereof) shall have the discretion to determine whether the Participant’s employment has been terminated pursuant to an Involuntary Termination for purposes of the Plan and this Agreement. Such decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.
(c)    Performance Condition. Subject to the Payout Cap (as defined below), if as of the Measurement Date:

    



(i)    “Company TSR” equals “S&P 500 TSR” (as such terms are defined below), 100% of the Performance Condition will be satisfied as of such date;
(ii)    Company TSR exceeds S&P 500 TSR, then the percentage of the Performance Condition that will be satisfied as of such date will equal the sum of (x) 100% plus (y) 1% (or part thereof, rounded to two decimal places) for each percentage point (or part thereof) by which Company TSR exceeds S&P 500 TSR; provided that in no event shall the percentage of the Performance Condition that is satisfied exceed 200%; and
(iii)    Company TSR is less than S&P 500 TSR, then the percentage of the Performance Condition that will be satisfied as of such date will equal (x) 100% minus (y) 1% (or part thereof, rounded to two decimal places) for each percentage point (or part thereof) by which Company TSR is less than S&P 500 TSR; provided that in no event shall any percentage of the Performance Condition be satisfied if Company TSR is more than 25 percentage points less than S&P 500 TSR.
The following terms shall have the following meanings:
Company TSR” means (x) the End Price of a share of Common Stock minus the Start Price of a share of Common Stock, divided by (y) such Start Price and multiplied by (z) 100, assuming for such purpose the reinvestment in shares of the pre-tax value of the dividends, if any, paid on such share for any dividend record dates that occur during the period beginning on the Start Date and ending on the Measurement Date.
Start Price” means the average of the Fair Market Value of a share of Common Stock on each of the 30 trading days ending with the last trading day preceding the Start Date.
End Price” means the average of the Fair Market Value of a share of Common Stock on each of the 30 trading days ending with the Measurement Date or, if the Measurement Date is not a trading day, the last trading day preceding the Measurement Date.
S&P 500 TSR” means total shareholder return for the S&P 500 for the period beginning on the Start Date and ending on the Measurement Date, as reflected in the S&P 500 Total Return Index as reported by Bloomberg.
The Committee shall adjust equitably the Start Price and/or the End Price, as calculated in accordance with the definitions thereof set forth above, to reflect any corporate transaction or event set forth in Section 4.2(b) of the Plan that affects a share of Common Stock if such adjustment is appropriate to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under this Award.
(d)     Change of Control. Notwithstanding the provisions of Sections 2(b) and (c), in the event of a Change of Control, the provisions of this Section 2(d) shall apply:
(i)    In the event of a Change of Control other than the Merger Closing, the Committee shall determine, in its sole and equitable discretion, whether the PSUs shall (x) fully or partially vest or (y) be continued, assumed, cancelled in consideration of a cash payment or have new rights substituted therefor.
(ii)    On the closing (the “Merger Closing”) of the transactions contemplated by the Amended and Restated Agreement and Plan of Merger by and among the Company, IntercontinentalExchange, Inc., IntercontinentalExchange Group, Inc. (the “Acquirer”), Braves Merger Sub, Inc. and Baseball Merger Sub, LLC, dated as of March 19, 2013 (as may be amended from time to time, the “Merger Agreement”), (x) the Performance Condition will be deemed satisfied at the percentage equal to the greater of (A) 100% and (B) the percentage that would have been satisfied as of the Merger Closing based on the level of actual attainment of the Performance Condition, assuming for such purpose that the Measurement Date was the last day of the month ending prior to the month in which the Merger Closing occurs, and (y) the PSUs will remain subject to the Service Condition through the regularly scheduled Measurement Date in accordance with the terms of this Agreement.
(e)    Distribution. As soon as practicable after the Measurement Date, the Committee shall determine the number of PSUs, if any, that vested as of such date in accordance with this Section 2, which number shall equal the product of (x) the percentage of the Service Condition that was attained as of such date (which for the avoidance of doubt shall in no event exceed 100%), multiplied by (y) the percentage of the Performance Condition that was attained as of such date (which for the avoidance of doubt shall in no event exceed 200%) multiplied by (z) subject to Section 12, the Grant Date Amount. For each PSU, if any, that vests in accordance with the preceding sentence, the Company shall distribute to the Participant one share of Common Stock (such shares, collectively, the “PSU Shares”) as soon as practicable after the Measurement Date (and in all events not later than 60 days after such date); provided, however, that subject to Section 12, if the PSUs vest prior to the date that the Company’s shareholders approve an amendment to the Plan that would permit the PSUs to be settled in shares of Common Stock, the PSUs shall entitle the Participant to receive an amount in cash (the “Cash Amount”) equal to the Fair Market Value of the PSU Shares that otherwise would have been delivered to the Participant on the applicable vesting date (which value, for purposes of clarity, shall be determined based on the last sales price reported for the Common Stock on such vesting date, or if such vesting date is not a trading day, on the first trading day following such vesting date) in accordance with the terms of the Plan and this Agreement. Any PSUs that do not vest in accordance with this Section 2 shall be forfeited without any payment to the Participant. No fractional shares shall be delivered under this Agreement, and so any fractional share that may be payable shall be rounded to the nearest whole share. Notwithstanding the foregoing, in no event shall the Fair Market Value of the PSU Shares (or, if applicable, the Cash Amount) that are delivered under this Section 2(e) exceed $6,000,000 as of the Measurement Date (the “Payout Cap”).

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(f)    Release. Upon a Termination of the Participant as a result of an Involuntary Termination or Retirement, the Participant’s entitlement, if any, to distribution of the PSU Shares (or, if applicable, the Cash Amount) in accordance with Section 2(e) shall be subject to (x) any requirement set forth in the Employment Agreement to execute and not revoke a release of claims or (y) if no such agreement is then in effect, the Participant’s execution and non-revocation (not later than 60 days after such Termination) of a legally sufficient release in a form then to be provided by the Company.
3. Rights as a Stockholder; Transferability.
The Participant shall have no rights as a stockholder with respect to the PSU Shares, if applicable, unless and until the Participant has become the holder of record upon distribution of such Shares. Adjustments shall be made for dividends in cash or other property, distributions or other rights with respect to the PSUs or, if applicable, the PSU Shares only to the extent expressly provided in the Plan. Unless and until the PSU Shares, if applicable, are distributed to the Participant, such PSU Shares shall not be Transferable by the Participant.
4. Withholding.
The Participant shall pay, or make arrangements to pay, in a manner satisfactory to the Company, an amount equal to the amount of all applicable federal, state and local or foreign taxes that the Company is required to withhold at any time with respect to the PSUs and the PSU Shares (or, if applicable, the Cash Amount), including by the Company withholding a number of PSU Shares, if applicable, to be delivered hereunder, or an amount in cash (including from the Cash Amount, if applicable), necessary to satisfy the minimum withholding obligations based on the Fair Market Value of such PSU Shares, if applicable, on the delivery date. In the absence of such arrangements, the Company or one of its Affiliates shall have the right to withhold such taxes from the Participant’s normal pay or other amounts payable to the Participant to the extent permitted under applicable law. In addition, any statutorily required withholding obligation may be satisfied, in whole or in part, at the Participant’s election, in the form and manner prescribed by the Committee, including by delivery of shares of Common Stock (including, if applicable, PSU Shares).
5. Controlling Provisions.
Except as otherwise expressly provided herein, this Agreement is subject to all of the terms, conditions and provisions of the Plan, including, without limitation, the amendment provisions thereof, and to such rules, regulations and interpretations relating to the Plan as may be adopted by the Committee and as may be in effect from time to time. The Plan is incorporated herein by reference. Capitalized terms in this Agreement that are not otherwise defined shall have the same meanings as set forth in the Plan. If and to the extent that this Agreement conflicts or is inconsistent with the terms, conditions and provisions of the Plan, this Agreement shall control. This Agreement contains the entire understanding of the parties with respect to the subject matter hereof and supersedes any prior agreements between the Company and the Participant with respect to the subject matter hereof.
6. Amendment; Section 409A of the Code.
To the extent applicable, the Board or the Committee may at any time and from time to time amend, in whole or in part, any or all of the provisions of this Agreement to comply with Section 409A of the Code or any other applicable law and may also amend, suspend or terminate this Agreement subject to the terms of the Plan; provided that no such amendment shall impair the Participant’s rights hereunder without his prior written consent. While the Company does not guarantee any particular tax treatment with respect to the PSUs and the PSU Shares (or, if applicable, the Cash Amount), payment of the PSU Shares (or, if applicable, the Cash Amount) is intended either to qualify as a “short-term deferral” under Section 409A of the Code or to comply with Section 409A. Notwithstanding anything contained herein to the contrary, (a) if the PSUs constitute nonqualified deferred compensation under Section 409A of the Code, a termination of the Participant’s employment shall not be deemed to have occurred for purposes of payment of the PSU Shares (or, if applicable, the Cash Amount) unless such termination also constitutes a “separation from service” under Section 409A of the Code, and all references in this Agreement to “Termination”, “Involuntary Termination” or like terms shall be deemed to mean “separation from service,” and (b) if the Committee considers the Participant to be one of the Company’s “specified employees” under Section 409A of the Code at the time of the Participant’s Termination and such Termination constitutes a “separation from service” under Section 409A, any distribution that otherwise would be made to the Participant with respect to the PSUs as a result of such Termination shall not be made until the date that is six months after such Termination, except to the extent that earlier distribution would not result in the Participant incurring interest or additional tax under Section 409A of the Code.
7. Notices.
Any notice or communication given hereunder shall be in writing and shall be deemed to have been duly given when delivered in person, or by United States mail, to the appropriate party at the address set forth below (or such other address as the party shall from time to time specify):
If to the Company, to:
NYSE Euronext
11 Wall Street, 16
th Floor
New York, New York 10005

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Attention: [insert name]
If to the Participant, to the address on file with the Company.
8. No Obligation to Continue Employment.
This Agreement is not an agreement of employment. This Agreement does not guarantee that the Company or its Affiliates will employ or retain, or continue to employ or retain, the Participant during the entire, or any portion of the, term of this Agreement, including but not limited to any period during which any PSU is outstanding, nor does it modify in any respect the Company’s or its Affiliates’ right to terminate or modify the Participant’s employment or compensation.

9. Issuance of Common Stock.
The Participant agrees that the Company shall not be obligated to deliver any PSU Shares, if applicable, if the Company reasonably determines that such sale or delivery would violate any applicable law, rule or regulation of any governmental authority or any applicable rule or regulation of, or agreement of the Company with, any securities exchange or association upon which the Common Stock is listed or quoted. In the event of any such restriction (other than one due to insider trading issues), the Company shall take all such action as may be necessary or appropriate to eliminate such restriction at the earliest practicable date. All PSU Shares, if applicable, when issued shall be duly authorized and shall be (a) validly issued, fully paid and non-assessable, (b) registered for sale, and for resale, by the Participant under federal and state securities laws and shall remain registered so long as the shares may not be freely sold in the absence of such registration and (c) listed, or otherwise qualified, for trading in the United States, on each national securities exchange or national securities market system on which the Common Stock is listed or qualified. Except as expressly provided herein, the Company shall not otherwise have any right not to deliver the PSU Shares, if applicable.
10. Miscellaneous.
     (a) This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, legal representatives, successors and assigns.
     (b) Provisions contained in the Employment Agreement, if applicable, relating to golden parachute tax (contingent cutback), mitigation and offset, resolution of disputes, governing law and survival of the Employment Agreement are incorporated mutatis mutandis into this Agreement.
     (c) If any provision of this Agreement shall be declared by any court or arbitrator of competent jurisdiction to be invalid, illegal or incapable of being enforced in whole or in part, the remaining conditions and provisions or portions thereof shall nevertheless remain in full force and effect and enforceable to the extent they are valid, legal and enforceable.
11. Transfer of Personal Data.
The Participant authorizes, agrees and unambiguously consents to the transmission by the Company (or any Affiliate) of any personal data information related to the PSUs, for legitimate business purposes (including, without limitation, the administration of the Plan) out of the Participant’s home country and including to countries with less data protection than the data protection provided by the Participant’s home country. This authorization/consent is freely given by the Participant.

12. Form of Settlement
(a) Notwithstanding anything in this Agreement or, if applicable, the Employment Agreement to the contrary, if, prior to the Merger Closing, the Company’s shareholders do not approve an amendment to the Plan that would permit the PSUs to be settled in shares of Common Stock, then, with respect to each PSU that is outstanding as of the Merger Closing and that converts into a performance stock unit denominated in shares of the Acquirer’s common stock pursuant to the terms of the Merger Agreement, the Acquirer shall have the right to determine, in its sole discretion, whether the Participant shall receive, in settlement of each such PSU, at the time such PSU vests and settles in accordance with its terms, either (i) the number of shares of the Acquirer’s common stock that is subject to such PSU, as determined by the Acquirer in accordance with the terms of the Merger Agreement, or (ii) an amount in cash equal to the aggregate fair market value of such number of shares of the Acquirer’s common stock, as determined by the Acquirer in good faith.
  (b) By accepting the PSUs subject to this Agreement, the Participant agrees that, notwithstanding anything in the agreement dated May 1, 2012 pursuant to which the Participant was granted performance stock units that were outstanding as of December 20, 2012 (the “Prior PSUs”) or, if applicable, the Employment Agreement, any of the Prior PSUs that vest prior to the date that the Company’s shareholders approve an amendment to the Plan that would permit such Prior PSUs to be settled in the applicable number of shares of Common Stock shall entitle the Participant to receive the applicable Cash Amount on the applicable vesting date in accordance with the terms of the Plan and such agreement, and such agreement shall be deemed to be amended to incorporate therein mutatis mutandis the cash-settlement provisions of this Agreement; provided, however, that if the Merger Closing occurs, then, with respect to each Prior PSU that is outstanding as of the Merger Closing and that converts into a performance stock unit denominated in shares of the Acquirer’s common stock pursuant to the terms of the Merger Agreement, the Acquirer shall have the right to determine, in its sole discretion, whether the Participant shall receive, in settlement of each such Prior PSU, at the time such Prior PSU vests and settles in accordance with its terms, either (i) the number of shares of the Acquirer’s common stock that is subject to the Prior PSU, as determined by the

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Acquirer in accordance with the terms of the Merger Agreement, or (ii) an amount in cash equal to the aggregate fair market value of such number of shares of the Acquirer’s common stock, as determined by the Acquirer in good faith.

13. NO ACQUIRED RIGHTS.
THE PARTICIPANT ACKNOWLEDGES AND AGREES THAT: (A) THE COMPANY MAY TERMINATE OR AMEND THE PLAN AT ANY TIME; (B) SUBJECT TO THE EMPLOYMENT AGREEMENT, THE AWARD OF PERFORMANCE STOCK UNITS MADE UNDER THIS AGREEMENT IS EXCEPTIONAL AND UNIQUE AND IS COMPLETELY INDEPENDENT OF ANY OTHER AWARD OR GRANT AND IS MADE AT THE SOLE DISCRETION OF THE COMPANY; AND (C) NO PAST GRANTS OR AWARDS (INCLUDING, WITHOUT LIMITATION, THE PERFORMANCE STOCK UNITS AWARDED HEREUNDER) GIVE THE PARTICIPANT ANY RIGHT TO ANY GRANTS OR AWARDS IN THE FUTURE WHATSOEVER.
[Signature page follows]

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Acceptance of this Agreement by the Participant constitutes acceptance of all of the terms and conditions set forth herein, effective as of the day and year first set forth above.

NYSE EURONEXT

________________________

Name:
Title:


 
 

 


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NYX-2013.3.31-10Q EX-10.5

EXHIBIT 10.5

NYSE EURONEXT

OMNIBUS INCENTIVE PLAN
 
(As Amended and Restated Effective April 25, 2013)
 
ARTICLE I
PURPOSE

The purpose of this Plan is to enhance the profitability and value of the Company for the benefit of its stockholders by enabling the Company to offer Eligible Employees, Consultants and Non-Employee Directors stock-based and cash incentives in the Company to attract, retain and reward such individuals and strengthen the mutuality of interests between such individuals and the Company’s stockholders.
The Plan, which was originally adopted by the Company and approved by its stockholders effective March 8, 2006 and amended and restated effective May 15, 2008, and October 27, 2010, is hereby further amended and restated effective April 25, 2013.

ARTICLE II
DEFINITIONS

For purposes of this Plan, the following terms shall have the following meanings:
2.1    Affiliatemeans each of the following: (a) any Subsidiary; (b) any Parent; (c) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which is directly or indirectly controlled 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) by the Company; (d) any corporation, trade or business (including, without limitation, a partnership or limited liability company) which directly or indirectly controls 50% or more (whether by ownership of stock, assets or an equivalent ownership interest or voting interest) of the Company; and (e) any other entity in which the Company or any of its Affiliates has a material equity interest and which is designated as an “Affiliate” by resolution of the Committee; provided that the Common Stock subject to any Award constitutes “service recipient” stock for purposes of Section 409A of the Code or otherwise does not subject the Award to Section 409A of the Code.
2.2    Appreciation Awardmeans any Award under the Plan of any Stock Option, Stock Appreciation Right or Other Stock-Based Award, provided that such Other Stock-Based Award is based on the appreciation in value of a share of Common Stock in excess of an amount equal to at least the Fair Market Value of the Common Stock on the date such Other Stock-Based Award is granted.
2.3    Awardmeans any award under this Plan of any Stock Option, Stock Appreciation Right, Restricted Stock, Performance Share, Other Stock-Based Award, or Performance-Based Cash Award. All Awards shall be confirmed by, and subject to the terms of, a written agreement executed by the Company and the Participant.
2.4    Boardmeans the Board of Directors of the Company.
2.5    Causemeans with respect to a Participant’s Termination of Employment or Termination of Consultancy, the following: (a) in the case where there is no employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award (or where there is such an agreement but it does not define “cause” (or words of like import)), termination due to: (i) a Participant’s conviction of, or plea of guilty or nolo contendere to, a felony; (ii) perpetration by a Participant of an illegal act, dishonesty, or fraud which could cause significant economic injury to the Company; (iii) a Participant’s insubordination, refusal to perform his or her duties or responsibilities for any reason other than illness or incapacity or materially unsatisfactory performance of his or her duties for the Company; (iv) continuing willful and deliberate failure by the Participant to perform the Participant’s duties in any material respect, provided that the Participant is given notice and an opportunity to effectuate a cure as determined by the Committee; or (v) a Participant’s willful misconduct with regard to the Company that could have a material adverse effect on the Company; or (b) in the case where there is an employment agreement, consulting agreement, change in control agreement or similar agreement in effect between the Company or an Affiliate and the Participant at the time of the grant of the Award that defines “cause” (or words of like import), “cause” as defined under such agreement; provided, however, that with regard to any agreement under which the definition of “cause” only applies on occurrence of a change in control, such definition of “cause” shall not apply until a change in control actually takes place and then only with regard to a termination thereafter. With respect to a Participant’s Termination of Directorship, “cause” means an act or failure to act that constitutes cause for removal of a director under the Certificate of Incorporation and By-Laws of the Company or applicable Delaware law.
2.6    Change in Controlhas the meaning set forth in Section 13.2.

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2.7    Change in Control Pricehas the meaning set forth in Section 13.1.
2.8    Codemeans the Internal Revenue Code of 1986, as amended. Any reference to any section of the Code shall also be a reference to any successor provision and any Treasury Regulation promulgated thereunder.
2.9    Committeemeans: (a) with respect to the application of this Plan to Eligible Employees and Consultants, a committee or subcommittee of the Board appointed from time to time by the Board, which committee or subcommittee shall consist of two or more non-employee directors, each of whom shall be (i) a “non-employee director” as defined in Rule 16b-3, (ii) to the extent required Section 162(m) of the Code, an “outside director” as defined in Section 162(m) of the Code; and (iii) an “independent director” as defined under Section 303A.02 of the NYSE Listed Company Manual or such other applicable stock exchange rule and (b) with respect to the application of this Plan to Non-Employee Directors, (i) the Board or (ii) a committee or subcommittee (which may differ from the committee or subcommittee established for the grant of Awards to employees) comprised of two or more non-employee directors each of whom qualify as a “non-employee director” as defined in Rule 16b-3 and an “independent director” as defined under Section 303A.02 of the NYSE Listed Company Manual. To the extent that no Committee exists that has the authority to administer this Plan, the functions of the Committee shall be exercised by the Board. If for any reason the appointed Committee does not meet the requirements of Rule 16b-3 or Section 162(m) of the Code, such noncompliance shall not affect the validity of Awards, grants, interpretations or other actions of the Committee.
2.10    Common Stockmeans the Common Stock, $0.01 par value per share, of the Company.
2.11    Companymeans NYSE Euronext, a Delaware corporation, and its successors by operation of law.
2.12    Consultantmeans any natural person who provides bona fide consulting or advisory services to the Company or its Affiliates pursuant to a written agreement, which services are not in connection with the offer and sale of securities in a capital raising transaction.
2.13    Corporate Transactionhas the meaning set forth in Section 4.2(a).
2.14    Detrimental Activitymeans: (a) the disclosure to anyone outside the Company or its Affiliates, or the use in any manner other than in the furtherance of the Company’s or its Affiliate’s business, without written authorization from the Company, of any confidential information or proprietary information, relating to the business of the Company or its Affiliates that is acquired by a Participant prior to the Participant’s Termination; (b) activity while employed or performing services that results, or if known could result, in the Participant’s Termination that is classified by the Company as a termination for Cause; (c) the Participant’s Disparagement, or inducement of others to do so, of the Company or its Affiliates or their past and present officers, directors, employees or products; or (d) material breach of any agreement between the Participant and the Company or an Affiliate (including, without limitation, any employment agreement or noncompetition or nonsolicitation agreement). Unless otherwise determined by the Committee at grant, Detrimental Activity shall not be deemed to occur after the end of the one-year period following the Participant’s Termination. For purposes of subsections (a), (c) and (d) above, the Chief Executive Officer and the General Counsel of the Company shall each have authority to provide the Participant with written authorization to engage in the activities contemplated thereby and no other person shall have authority to provide the Participant with such authorization.
2.15    Disabilitymeans with respect to a Participant’s Termination, a permanent and total disability as defined in Section 22(e)(3) of the Code. A Disability shall only be deemed to occur at the time of the determination by the Committee of the Disability. Notwithstanding the foregoing, for Awards that are subject to Section 409A of the Code, Disability shall mean that a Participant is disabled under Section 409A(a)(2)(C)(i) or (ii) of the Code.
2.16    Disparagementmeans making comments or statements to the press, the Company’s or its Affiliates’ employees, consultants or any individual or entity with whom the Company or its Affiliates has a business relationship which could reasonably be expected to adversely affect in any manner: (a) the conduct of the business of the Company or its Affiliates (including, without limitation, any products or business plans or prospects); or (b) the business reputation of the Company or its Affiliates, or any of their products, or their past or present officers, directors or employees.
2.17    Effective Datemeans the effective date of this Plan as defined in Article XVII.
2.18    Eligible Employeesmeans each employee of the Company or an Affiliate.
2.19    Exchange Actmeans the Securities Exchange Act of 1934, as amended. Any references to any section of the Exchange Act shall also be a reference to any successor provision.
2.20    Fair Market Valuemeans, unless otherwise required by any applicable provision of the Code or any regulations issued thereunder, as of any date and except as provided below, the last sales price reported for the Common Stock on the applicable date: (a) as reported on the principal national securities exchange in the United States on which it is then traded; or (b) if not traded on any such national securities exchange, as quoted on an automated quotation system sponsored by the Financial Industry Regulatory Authority or if the Common Stock shall not have been reported or quoted on such date, on the first day prior thereto on which the Common Stock was reported or quoted. For purposes of the grant of any Award, the applicable date shall be the trading day immediately prior to the date on which the Award is granted. For purposes of the exercise of any Award, the applicable date shall be the date a notice of exercise is received by the Committee or, if not a day on which the applicable market is open, the next day that it is open.

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2.21    Family Membermeans “family member” as defined in Section A.1.(5) of the general instructions of Form S-8, as may be amended from time to time.
2.22    Incentive Stock Optionmeans any Stock Option awarded to an Eligible Employee of the Company, its Subsidiaries and its Parent (if any) under this Plan intended to be and designated as an “Incentive Stock Option” within the meaning of Section 422 of the Code.
2.23    Merger Agreementmeans the Agreement and Plan of Merger, dated as of April 20, 2005, as amended and restated as of July 20, 2005 and as amended as of October 20, 2005 and November 2, 2005, by and among the New York Stock Exchange, Inc., Archipelago Holdings, Inc., the Company, NYSE Merger Sub LLC, NYSE Merger Corporation Sub, Inc. and Archipelago Merger Sub, Inc.
2.24    Merger Transactionmeans the consummation of the merger transactions contemplated in the Agreement and Plan of Merger, dated as of April 20, 2005, as amended and restated as of July 20, 2005 and as amended as of October 20, 2005 and November 2, 2005, by and among the New York Stock Exchange, Inc., Archipelago Holdings, Inc., the Company, NYSE Merger Sub LLC, NYSE Merger Corporation Sub, Inc. and Archipelago Merger Sub, Inc., pursuant to which, among other things, the NYSE and Archipelago Holdings, Inc. each agreed to combine and become wholly-owned subsidiaries of the Company.
2.25    Merger Transaction Grant Datemeans the date described in Section 10.3(a) of the Plan.
2.26    Merger Transaction RSUsmeans the restricted stock units granted to Eligible Employees on the terms and conditions set forth in Section 10.3 hereof.
2.27    Non-Employee Directormeans a director of the Company who is not an active employee of the Company or an Affiliate.
2.28    Non-Qualified Stock Optionmeans any Stock Option awarded under this Plan that is not an Incentive Stock Option.
2.29    Other Stock-Based Awardmeans an Award under Article X of this Plan that is valued in whole or in part by reference to, or is payable in or otherwise based on, Common Stock, including, without limitation, a restricted stock unit, a Merger Transaction RSU, or an Award valued by reference to an Affiliate.
2.30    Parentmeans any parent corporation of the Company within the meaning of Section 424(e) of the Code.
2.31    Participantmeans an Eligible Employee, Non-Employee Director or Consultant to whom an Award has been granted pursuant to this Plan.
2.32    Performance-Based Cash Awardmeans a cash Award under Article XI of this Plan that is payable or otherwise based on the attainment of certain pre-established performance goals during a Performance Period.
2.33    Performance Periodhas the meaning set forth in Section 9.1.
2.34    Performance Sharemeans an Award made pursuant to Article IX of this Plan of the right to receive Common Stock or cash of an equivalent value at the end of a specified Performance Period.
2.35    Personmeans any individual, corporation, partnership, limited liability company, firm, joint venture, association, joint-stock company, trust, incorporated organization, governmental or regulatory or other entity.
2.36    Planmeans this NYSE Euronext Omnibus Incentive Plan, as amended from time to time.
2.37    Reference Stock Optionhas the meaning set forth in Section 7.1.
2.38    Registration Datemeans the first date on which any class of common equity securities of the Company is required to be registered under Section 12 of the Exchange Act.
2.39    Restricted Stockmeans an Award of shares of Common Stock under this Plan that is subject to restrictions under Article VIII.
2.40    Restriction Periodhas the meaning set forth in Section 8.3(a).
2.41    Retirementmeans a voluntary Termination of Employment at or after age 55, except that in no event shall Retirement result from the involuntary termination of a Participant’s employment by the Company or an Affiliate for any reason whether for Cause or without Cause. With respect to a Participant’s Termination of Directorship, Retirement means the failure to stand for reelection or the failure to be reelected on or after the Participant’s attainment of age 65.

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2.42    Rule 16b-3means Rule 16b-3 under Section 16(b) of the Exchange Act as then in effect or any successor provision.
2.43    Section 162(m) of the Codemeans the exception for performance-based compensation under Section 162(m) of the Code and any applicable Treasury regulations thereunder.
2.44    Section 409A of the Codemeans the nonqualified deferred compensation rules under Section 409A of the Code and any applicable Treasury regulations thereunder.
2.45    Securities Actmeans the Securities Act of 1933, as amended and all rules and regulations promulgated thereunder. Any reference to any section of the Securities Act shall also be a reference to any successor provision.
2.46    Severance Eligible Terminationmeans an involuntary Termination of Employment without Cause due to organizational changes and reduction in personnel implemented by the Employer through the elimination or modification of job function and reduction in headcount or such other involuntary Termination of Employment without Cause for which severance is payable by the Employer.
2.47    Stock Appreciation Rightmeans the right pursuant to an Award granted under Article VII. A Tandem Stock Appreciation Right shall mean the right to surrender to the Company all (or a portion) of a Stock Option in exchange for a number of shares of Common Stock equal to the difference between (a) the Fair Market Value on the date such Stock Option (or such portion thereof) is surrendered, of the Common Stock covered by such Stock Option (or such portion thereof), and (b) the aggregate exercise price of such Stock Option (or such portion thereof). A Non-Tandem Stock Appreciation Right shall mean the right to receive a number of shares of Common Stock equal to the difference between (i) the Fair Market Value of a share of Common Stock on the date such right is exercised, and (ii) the aggregate exercise price of such right, otherwise than on surrender of a Stock Option.
2.48    Stock Optionor Optionmeans any option to purchase shares of Common Stock pursuant to Article VI.
2.49    Subsidiarymeans any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.
2.50    Ten Percent Stockholdermeans a person owning stock possessing more than 10% of the total combined voting power of all classes of stock of the Company, its Subsidiaries or its Parent.
2.51    Terminationmeans a Termination of Employment, Termination of Directorship or Termination of Consultancy, as applicable.
2.52    Termination of Consultancymeans: (a) that the Consultant is no longer acting as a consultant to the Company or an Affiliate; or (b) when an entity which is retaining a Participant as a Consultant ceases to be an Affiliate unless the Participant otherwise is, or thereupon becomes, a Consultant to the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that a Consultant becomes an Eligible Employee or a Non-Employee Director upon the termination of his or her consultancy, unless otherwise determined by the Committee, in its sole discretion, no Termination of Consultancy shall be deemed to occur until such time as such Consultant is no longer a Consultant, an Eligible Employee or a Non-Employee Director. Notwithstanding the foregoing, the Committee may, in its sole discretion, otherwise define Termination of Consultancy in the Award agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Consultancy thereafter.
2.53    Termination of Directorshipmeans that the Non-Employee Director has ceased to be a director of the Company; except that if a Non-Employee Director becomes an Eligible Employee or a Consultant upon the termination of his or her directorship, his or her ceasing to be a director of the Company shall not be treated as a Termination of Directorship unless and until the Participant has a Termination of Employment or Termination of Consultancy, as the case may be.
2.54    Termination of Employmentmeans: (a) a termination of employment (for reasons other than a military or personal leave of absence granted by the Company) of a Participant from the Company and its Affiliates; or (b) when an entity which is employing a Participant ceases to be an Affiliate, unless the Participant otherwise is, or thereupon becomes, employed by the Company or another Affiliate at the time the entity ceases to be an Affiliate. In the event that an Eligible Employee becomes a Consultant or a Non-Employee Director upon the termination of his or her employment, unless otherwise determined by the Committee, in its sole discretion, no Termination of Employment shall be deemed to occur until such time as such Eligible Employee is no longer an Eligible Employee, or a Consultant or a Non-Employee Director. Notwithstanding the foregoing, the Committee may, in its sole discretion, otherwise define Termination of Employment in the Award agreement or, if no rights of a Participant are reduced, may otherwise define Termination of Employment thereafter.
2.55    Transfermeans: (a) when used as a noun, any direct or indirect transfer, sale, assignment, pledge, hypothecation, encumbrance or other disposition (including the issuance of equity in a Person), whether for value or no value and whether voluntary or involuntary (including by operation of law), and (b) when used as a verb, to directly or indirectly transfer, sell, assign, pledge, encumber, charge, hypothecate or otherwise dispose of (including the issuance of equity in a Person) whether for value or for no value and whether voluntarily or involuntarily (including by operation of law). “Transferred” and “Transferable” shall have a correlative meaning.


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ARTICLE III
ADMINISTRATION

3.1    The Committee. The Plan shall be administered and interpreted by the Committee.
3.2    Grants of Awards. The Committee shall have full authority to grant, pursuant to the terms of this Plan, to Eligible Employees, Consultants and Non-Employee Directors (i) Stock Options, (ii) Stock Appreciation Rights, (iii) Restricted Stock, (iv) Performance Shares; (v) Other Stock-Based Awards; and (vi) Performance-Based Cash Awards, although Non-Employee Directors are not eligible to receive Performance-Based Cash Awards. In particular, the Committee shall have the authority:
(a)
to select the Eligible Employees, Consultants and Non-Employee Directors to whom Awards may from time to time be granted hereunder;
(b)
to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Employees, Consultants and Non-Employee Directors;
(c)
to determine the number of shares of Common Stock to be covered by each Award granted hereunder;
(d)
to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);
(e)
to determine whether, to what extent and under what circumstances grants of Options and other Awards under this Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of this Plan;
(f)
to determine whether and under what circumstances an Award may be settled in cash, Common Stock and/or Restricted Stock under Section 6.3(d);
(g)
to determine whether, to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant in any case, in a manner intended to comply with Section 409A of the Code;
(h)
to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;
(i)
to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award;
(j)
to determine whether a Restricted Stock Unit shall automatically vest in full on the date of the Participant’s Termination of Employment if the result of a Severance Eligible Termination; and
(k)
to determine whether a Restricted Stock Unit shall continue to vest during the period that the Participant receives enhanced severance from the Employer following the Participant’s Termination of Employment due to a Severance Eligible Termination; provided, however, that if such continued vesting is to be provided, the Restricted Stock Unit to be granted shall be designed in a manner that is intended to comply with the requirements of Section 409A.
3.3    Guidelines. Subject to Article XIV hereof, the Committee shall, in its sole discretion, have the authority to adopt, alter and repeal such administrative rules, guidelines and practices governing this Plan and perform all acts, including the delegation of its responsibilities (to the extent permitted by applicable law and applicable stock exchange rules), as it shall, from time to time, deem advisable; to construe and interpret the terms and provisions of this Plan and any Award issued under this Plan (and any agreements relating thereto); and to otherwise supervise the administration of this Plan. The Committee may authorize the Chief Executive Officer of the Company to grant Awards, other than Awards intended to be “performance-based” under Section 162(m) of the Code, to Eligible Employees, other than employees subject to Section 16 of the Exchange Act, subject to applicable law and such limitations as the Committee may determine from time to time in its discretion. The Committee may, in its sole discretion, correct any defect, supply any omission or reconcile any inconsistency in this Plan or in any agreement relating thereto in the manner and to the extent it shall deem necessary to effectuate the purpose and intent of this Plan. The Committee may, in its sole discretion, adopt special guidelines and provisions for persons who are residing in or employed in, or subject to, the taxes of, any domestic or foreign jurisdictions to comply with applicable tax and securities laws of such domestic or foreign jurisdictions. This Plan is intended to comply with the applicable requirements of Rule 16b-3 and with respect to Awards intended to be “performance-based,” the applicable provisions of Section 162(m) of the Code and this Plan shall be limited, construed and interpreted in a manner so as to comply therewith.
3.4    Decisions Final. Any decision, interpretation or other action made or taken in good faith by or at the direction of the Company, the Board or the Committee (or any of its members) arising out of or in connection with this Plan shall be within the absolute

5



discretion of all and each of them, as the case may be, and shall be final, binding and conclusive on the Company and all employees and Participants and their respective heirs, executors, administrators, successors and assigns.
3.5    Procedures. If the Committee is appointed, the Board shall designate one of the members of the Committee as chairman and the Committee shall hold meetings, subject to the By-Laws of the Company, at such times and places as it shall deem advisable, including, without limitation, by telephone conference or by written consent to the extent permitted by applicable law. A majority of the Committee members shall constitute a quorum. All determinations of the Committee shall be made by a majority of its members. Any decision or determination reduced to writing and signed by all the Committee members in accordance with the By-Laws of the Company, shall be fully effective as if it had been made by a vote at a meeting duly called and held. The Committee shall keep minutes of its meetings and shall make such rules and regulations for the conduct of its business as it shall deem advisable.
3.6    Designation of Consultants/Liability.
(a)
The Committee may, in its sole discretion, designate employees of the Company and professional advisors to assist the Committee in the administration of this Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee.
(b)
The Committee may, in its sole discretion, employ such legal counsel, consultants and agents as it may deem desirable for the administration of this Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to subsection (a) above shall not be liable for any action or determination made in good faith with respect to this Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Award granted under it.
3.7    Indemnification. To the maximum extent permitted by applicable law and the Certificate of Incorporation and By-Laws of the Company and to the extent not covered by insurance directly insuring such person, each officer or employee of the Company or any Affiliate and member or former member of the Committee or the Board shall be indemnified and held harmless by the Company against any cost or expense (including reasonable fees of counsel reasonably acceptable to the Committee) or liability (including any sum paid in settlement of a claim with the approval of the Committee), and advanced amounts necessary to pay the foregoing at the earliest time and to the fullest extent permitted, arising out of any act or omission to act in connection with the administration of this Plan, except to the extent arising out of such officer’s, employee’s, member’s or former member’s fraud. Such indemnification shall be in addition to any rights of indemnification the officers, employees, directors or members or former officers, directors or members may have under applicable law or under the Certificate of Incorporation or By-Laws of the Company or any Affiliate. Notwithstanding anything else herein, this indemnification will not apply to the actions or determinations made by an individual with regard to Awards granted to him or her under this Plan.
ARTICLE IV
SHARE LIMITATION

4.1    Shares.
(a)
General Limitations. The aggregate number of shares of Common Stock, following the approval of this Plan by the stockholders of the Company in 2008, that may be issued (including as dividends or dividend equivalents with respect to Awards granted under this Plan) or used for reference purposes or with respect to which Awards may be granted under this Plan shall not exceed 9,000,000 shares (subject to any increase or decrease pursuant to Section 4.2) which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. If any Option, Stock Appreciation Right or Other Stock-Based Award that is an Appreciation Award granted under this Plan (including any predecessor to this Plan) expires, terminates or is canceled, forfeited or otherwise not issued, for any reason without having been exercised in full, the number of shares of Common Stock underlying any unexercised Award shall again be available for the purpose of Awards under the Plan. If any shares of Restricted Stock, Performance Shares or Other Stock-Based Awards that are not Appreciation Awards granted under this Plan (including any predecessor to this Plan) terminate or are canceled, forfeited or otherwise not issued, for any reason, the number of terminated, canceled or forfeited shares of Restricted Stock, Performance Shares or Other Stock-Based Awards that are not Appreciation Awards shall again be available for purposes of Awards under the Plan, as provided in this Section 4.1(a). If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only apply once against the maximum number of shares of Common Stock which may be issued under this Plan.
(b)
Individual Participant Limitations. (i) The maximum number of shares of Common Stock subject to any Award of Stock Options, Stock Appreciation Rights, Performance Shares, Other Stock-Based Awards, shares of Restricted Stock for which the grant of such Award or the lapse of the relevant Restriction Period is subject to the attainment of Performance Goals in accordance with Section 8.3(a)(ii) herein which may be granted under this Plan during any fiscal year of the Company to each Participant shall be 600,000 shares per type of Award (which shall be subject to any further increase or decrease pursuant to Section 4.2), provided that the maximum number of shares of Common Stock for all types of Awards does not exceed 600,000 (which shall be subject to any further increase or decrease

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pursuant to Section 4.2) during any fiscal year of the Company. If a Tandem Stock Appreciation Right is granted or a Limited Stock Appreciation Right is granted in tandem with a Stock Option, it shall apply against the Eligible Employee’s or Consultant’s individual share limitations for both Stock Appreciation Rights and Stock Options; (ii) there are no annual individual Eligible Employee or Consultant share limitations on Restricted Stock for which the grant of such Award or the lapse of the relevant Restriction Period is not subject to attainment of Performance Goals in accordance with Section 8.3(a)(ii) hereof; and (iii) the maximum value at grant of Performance Shares which may be granted under this Plan during any fiscal year of the Company to each Eligible Employee or Consultant shall be $15,000,000. Each Performance Share shall be referenced to one share of Common Stock and shall be charged against the available shares under this Plan at the time the unit value measurement is converted to a referenced number of shares of Common Stock in accordance with Section 10.1. The maximum payment under any Performance-Based Cash Award payable with respect to any fiscal year of the Company and for which the grant of such Award is subject to the attainment of Performance Goals in accordance with Section 11.2(c) herein which may be granted under this Plan with respect to any fiscal year of the Company to each Eligible Employee or Consultant shall be $15,000,000.
4.2    Changes.
(a)
The existence of this Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reclassification, reorganization or other change in the Company’s capital structure or its business, including without limitation, any stock split, reverse stock split, stock dividend, cash dividend or dividend or distribution of cash, stock or other property, share combination or similar event affecting the capital structure of the Company; (ii) any merger, consolidation, acquisition of property or shares, separation, spin-off, reorganization, stock rights offering, liquidation, disaffiliation or similar event affecting the Company or any of its Affiliates (a “Corporate Transaction”); (iii) any issuance of bonds, debentures, preferred or prior preference stock ahead or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate; or (vi) any other corporate act or proceeding (a “Capital Change”).
(b)
Subject to the provisions of Section 4.2(d) and compliance with applicable legal and regulatory requirements, in the event of a Capital Change or Corporate Transaction (each, a “Section 4.2 Event”), the Committee or the Board shall make appropriate and equitable substitutions or adjustments to: (i) the aggregate number and/or kind of shares of Common Stock or other securities reserved for issuance and delivery under the Plan; (ii) the various maximum limitations set forth in Section 4.1 upon certain types of Awards (other than the cash based award limits) and upon the grants to individuals of certain types of Awards; (iii) the number and kind of shares of Common Stock or other securities subject to outstanding Awards; and (iv) the exercise price of outstanding Options and Stock Appreciation Rights. and grants to individuals of certain types of Awards. In addition, if there shall occur any change in the capital structure or the business of the Company that is not a Section 4.2 Event (an “Other Extraordinary Event”), including by reason of any extraordinary dividend (whether cash or stock), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of stock, or any sale or transfer of all or substantially all the Company’s assets or business, then the Committee, in its sole discretion, may adjust any Award and make such other adjustments to the Plan. Any adjustment pursuant to this Section 4.2 shall be consistent with the applicable Section 4.2 Event or the applicable Other Extraordinary Event, as the case may be, and in such manner as the Committee may, in its sole discretion, deem appropriate and equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan. Any such adjustment determined by the Committee shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Except as expressly provided in this Section 4.2 or in the applicable Award agreement, a Participant shall have no rights by reason of any Section 4.2 Event or any Other Extraordinary Event.
(c)
Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or (b) shall be aggregated until, and eliminated at, the time of exercise by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of this Plan.
(d)
In the case of a Corporate Transaction, the Committee may, in its discretion, (i) cancel all outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which shareholders of Common Stock receive consideration other than publicly-traded equity securities of the ultimate surviving entity, any such determination by the Committee or the Board that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each share of Common Stock pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid); (ii) substitute other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the shares of Common Stock subject to outstanding Awards; and (iii) in connection with any disaffiliation, arrange for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and

7



securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities). If a Corporate Transaction occurs but the Committee does not take the actions specified in this Section 4.2(d), then the provisions of Section 4.2(b) and Article VIII shall apply. Any action or adjustment authorized under this Section 4.2(d) and taken by the Committee or the Board shall be final, binding and conclusive on the Company, the Board and all Participants and their respective heirs, executors, administrators, successors and permitted assigns.
4.3    Minimum Purchase Price. Notwithstanding any provision of this Plan to the contrary, if authorized but previously unissued shares of Common Stock are issued under this Plan, such shares shall not be issued for a consideration that is less than as permitted under applicable law.

ARTICLE V
ELIGIBILITY — GENERAL REQUIREMENTS FOR AWARDS

5.1    General Eligibility. All Eligible Employees, Consultants, Non-Employee Directors and prospective employees and consultants are eligible to be granted Awards, subject to the terms and conditions of this Plan. Eligibility for the grant of Awards and actual participation in this Plan shall be determined by the Committee in its sole discretion.
5.2    Incentive Stock Options. Notwithstanding anything herein to the contrary, only Eligible Employees of the Company, its Subsidiaries and its Parent (if any) are eligible to be granted Incentive Stock Options under this Plan. Eligibility for the grant of an Incentive Stock Option and actual participation in this Plan shall be determined by the Committee in its sole discretion.
5.3    General Requirement. The vesting and exercise of Awards granted to a prospective employee or consultant are conditioned upon such individual actually becoming an Eligible Employee or Consultant.
5.4    Special Rules — NYSE Regulation, Inc. Unless the Board determines otherwise, all Awards granted under the Plan shall be subject to the special rules set forth in Article XX hereof which govern the treatment of Awards held by Participants who transfer to employment with NYSE Regulation, Inc.

ARTICLE VI
STOCK OPTIONS

6.1    Options. Stock Options may be granted alone or in addition to other Awards granted under this Plan. Each Stock Option granted under this Plan shall be of one of two types: (a) an Incentive Stock Option or (b) a Non-Qualified Stock Option.
6.2    Grants. The Committee shall, in its sole discretion, have the authority to grant to any Eligible Employee (subject to Section 5.2) Incentive Stock Options, Non-Qualified Stock Options, or both types of Stock Options. The Committee shall, in its sole discretion, have the authority to grant Non-Qualified Stock Options to any Consultant or Non-Employee Director. To the extent that any Stock Option does not qualify as an Incentive Stock Option (whether because of its provisions or the time or manner of its exercise or otherwise), such Stock Option or the portion thereof which does not qualify shall constitute a separate Non-Qualified Stock Option.
6.3    Terms of Options. Options granted under this Plan shall be subject to the following terms and conditions and shall be in such form and contain such additional terms and conditions, not inconsistent with the terms of this Plan, as the Committee, in its sole discretion, shall deem desirable:
(a)
Exercise Price. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common Stock at the time of grant.
(b)
Stock Option Term. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than 10 years after the date the Option is granted; and provided further that the term of an Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five years.
(c)
Exercisability. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. Unless otherwise determined by the Committee at grant, the Option agreement shall provide that (i) in the event the Participant engages in Detrimental Activity prior to any exercise of

8



the Stock Option, all Stock Options held by the Participant shall thereupon terminate and expire, (ii) as a condition of the exercise of a Stock Option, the Participant shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (iii) in the event the Participant engages in Detrimental Activity during the one-year period commencing on the later of the date the Stock Option is exercised or becomes vested, the Company shall be entitled to recover from the Participant at any time within one year after such exercise or vesting, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter).
(d)
Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (c) above, to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange or quoted on a national quotation system sponsored by the Financial Industry Regulatory Authority, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee, including, without limitation, the relinquishment of Stock Options or by payment in full or in part in the form of Common Stock owned by the Participant based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee, in its sole discretion. No shares of Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for.
(e)
Non-Transferability of Options. No Stock Option shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as determined by the Committee, in its sole discretion, except that an Option may not be transferred to a third party for value. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the applicable Award agreement. Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of this Plan and the applicable Award agreement.
(f)
Termination by Death or Disability. Unless otherwise determined by the Committee at grant, or if no rights of the Participant are reduced, thereafter, if Participant’s Termination is by reason of death or Disability, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant (or, in the case of death, by the legal representative of the Participant’s estate) at any time within a period of one year from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.
(g)
Termination due to Retirement. Unless otherwise determined by the Committee at grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by Retirement, all unvested Stock Options held by such Participant that would have vested on the first scheduled vesting date next following the Participant’s Retirement shall immediately vest and become exercisable on the last day of the month immediately preceding the Participant’s Retirement and all unvested Stock Options shall be forfeited. All Stock Options that are vested and exercisable at the time of the Participant’s Termination due to Retirement may be exercised by the Participant at any time within a period of one year from the date of such Termination due to Retirement, but in no event beyond the expiration of the stated term of such Stock Options; provided, however, if the Participant dies within such exercise period, all unexercised Stock Options held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options.
(h)
Involuntary Termination Without Cause. Unless otherwise determined by the Committee at grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is by involuntary termination without Cause, all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.
(i)
Voluntary Termination. Unless otherwise determined by the Committee at grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination is voluntary (other than a voluntary termination described in subsection (j)(y) below), all Stock Options that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 30 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options.

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(j)
Termination for Cause. Unless otherwise determined by the Committee at grant, or if no rights of the Participant are reduced, thereafter, if a Participant’s Termination (x) is for Cause or (y) is a voluntary Termination (as provided in subsection (i) above) after the occurrence of an event that would be grounds for a Termination for Cause, all Stock Options, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.
(k)
Unvested Stock Options. Except as provided in Section 6.3(g) or as otherwise determined by the Committee at grant, or if no rights of the Participant are reduced, thereafter, Stock Options that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.
(l)
Incentive Stock Option Limitations. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under this Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. Should any provision of this Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may, in its sole discretion, amend this Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.
(m)
Form, Modification, Extension and Renewal of Stock Options. Subject to the terms and conditions and within the limitations of this Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may, in its sole discretion modify, extend or renew outstanding Stock Options granted under this Plan (provided that the rights of a Participant are not reduced without his or her consent and provided further that such action does not subject the Stock Option to Section 409A of the Code). Notwithstanding the foregoing, except in accordance with Section 4.2, the terms of an outstanding Option may not be amended to reduce the exercise price of such outstanding Option or cancel, convert, exchange, replace, buyout or surrender such outstanding Option in exchange for cash, other awards or an Option with an exercise price that is less than the exercise price of the original Option, without stockholder approval.
(n)
Other Terms and Conditions. Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of this Plan, as the Committee shall, in its sole discretion, deem appropriate.

ARTICLE VII
STOCK APPRECIATION RIGHTS

7.1    Tandem Stock Appreciation Rights. Stock Appreciation Rights may be granted in conjunction with all or part of any Stock Option (a “Reference Stock Option”) granted under this Plan (“Tandem Stock Appreciation Rights”). In the case of a Non-Qualified Stock Option, such rights may be granted either at or after the time of the grant of such Reference Stock Option. In the case of an Incentive Stock Option, such rights may be granted only at the time of the grant of such Reference Stock Option.
7.2    Terms and Conditions of Tandem Stock Appreciation Rights. Tandem Stock Appreciation Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the provisions of this Plan, as shall be determined from time to time by the Committee in its sole discretion, and the following:
(a)
Exercise Price. The exercise price per share of Common Stock subject to a Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.
(b)
Term. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until and then only to the extent the exercise or termination of the Reference Stock Option causes the number of shares covered by the Tandem Stock Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option.
(c)
Exercisability. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.3(c).
(d)
Method of Exercise. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Tandem Stock Appreciation Rights have been exercised.

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(e)
Payment. Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion at grant, or thereafter if no rights of a Participant are reduced) equal in value to the excess of the Fair Market Value of one share of Common Stock over the Option exercise price per share specified in the Reference Stock Option agreement, multiplied by the number of shares in respect of which the Tandem Stock Appreciation Right shall have been exercised.
(f)
Deemed Exercise of Reference Stock Option. Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Article IV of the Plan on the number of shares of Common Stock to be issued under the Plan.
(g)
Non-Transferability. Tandem Stock Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable under Section 6.3(e) of the Plan.
(h)
Modification of Stock Appreciation Rights. Except in accordance with Section 4.2, the terms of an outstanding Stock Appreciation Right may not be amended to reduce the exercise price of such outstanding Stock Appreciation Right or cancel, convert, exchange, replace, buyout or surrender such outstanding Stock Appreciation Right in exchange for cash, other awards or a Stock Appreciation Right with an exercise price that is less than the exercise price of the original Stock Appreciation Right, without stockholder approval.
7.3    Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation Rights may also be granted
without reference to any Stock Options granted under this Plan.

7.4    Terms and Conditions of Non-Tandem Stock Appreciation Rights. Non-Tandem Stock Appreciation
Rights granted hereunder shall be subject to such terms and conditions, not inconsistent with the
provisions of this Plan, as shall be determined from time to time by the Committee in its sole discretion,
and the following:

(a)
Exercise Price. The exercise price per share of Common Stock subject to a Non-Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.
(b)
Term. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 7 years after the date the right is granted.
(c)
Exercisability. Non-Tandem Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant. If the Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. Unless otherwise determined by the Committee at grant, the Award agreement shall provide that (i) in the event the Participant engages in Detrimental Activity prior to any exercise of the Non-Tandem Stock Appreciation Right, all Non-Tandem Stock Appreciation Rights held by the Participant shall thereupon terminate and expire, (ii) as a condition of the exercise of a Non-Tandem Stock Appreciation Right, the Participant shall be required to certify (or shall be deemed to have certified) at the time of exercise in a manner acceptable to the Company that the Participant is in compliance with the terms and conditions of the Plan and that the Participant has not engaged in, and does not intend to engage in, any Detrimental Activity, and (iii) in the event the Participant engages in Detrimental Activity during the one-year period commencing on the later of the date the Non-Tandem Stock Appreciation Right is exercised or becomes vested, the Company shall be entitled to recover from the Participant at any time within one year after such exercise or vesting, and the Participant shall pay over to the Company, an amount equal to any gain realized as a result of the exercise (whether at the time of exercise or thereafter).
(d)
Method of Exercise. Subject to whatever installment exercise and waiting period provisions apply under subsection (b) above, Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award agreement, by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.
(e)
Payment. Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash and/or Common Stock (as chosen by the Committee in its sole discretion at grant, or thereafter if no rights of a Participant are reduced) equal in value to the excess of the Fair Market Value of one share of Common Stock on the date the right is exercised over the Fair Market Value of one share of Common Stock on the date the right was awarded to the Participant.

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(f)
Non-Transferability. No Non-Tandem Stock Appreciation Rights shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant.
(g)
Termination. Unless otherwise provided in an Award agreement, upon Termination, Non-Tandem Stock Appreciation Rights shall be exercised in accordance with the provisions of Section 6.3 (f) through (k) of the Plan.
7.5
Limited Stock Appreciation Rights. The Committee may, in its sole discretion, grant Tandem and Non-Tandem Stock Appreciation Rights either as a general Stock Appreciation Right or as a Limited Stock Appreciation Right. Limited Stock Appreciation Rights may be exercised only upon the occurrence of a Change in Control or such other event as the Committee may, in its sole discretion, designate at the time of grant or thereafter. Upon the exercise of Limited Stock Appreciation Rights, except as otherwise provided in an Award agreement, the Participant shall receive in cash or Common Stock, as determined by the Committee, an amount equal to the amount (a) set forth in Section 7.2(e) with respect to Tandem Stock Appreciation Rights, or (b) set forth in Section 7.4(e) with respect to Non-Tandem Stock Appreciation Rights, as applicable.

ARTICLE VIII
RESTRICTED STOCK

8.1    Awards of Restricted Stock. Shares of Restricted Stock may be issued either alone or in addition to other Awards granted under the Plan. The Committee shall, in its sole discretion, determine the Eligible Employees, Consultants and Non-Employee Directors, to whom, and the time or times at which, grants of Restricted Stock shall be made, the number of shares to be awarded, the price (if any) to be paid by the Participant (subject to Section 8.2), the time or times within which such Awards may be subject to forfeiture, the vesting schedule and rights to acceleration thereof, and all other terms and conditions of the Awards. The Committee may condition the grant or vesting of Restricted Stock upon the attainment of specified performance targets (including, the Performance Goals specified in Exhibit A attached hereto) or such other factors as the Committee may determine, in its sole discretion, including to comply with the requirements of Section 162(m) of the Code.
Unless otherwise determined by the Committee at grant, each Award of Restricted Stock shall provide that in the event the Participant engages in Detrimental Activity prior to, or during the one-year period after, any vesting of Restricted Stock, the Committee may direct that all unvested Restricted Stock shall be immediately forfeited to the Company and that the Participant shall pay over to the Company an amount equal to the Fair Market Value at the time of vesting of any Restricted Stock which had vested in the period referred to above.
8.2    Awards and Certificates. Eligible Employees, Consultants and Non-Employee Directors selected to receive Restricted Stock shall not have any rights with respect to such Award, unless and until such Participant has delivered a fully executed copy of the agreement evidencing the Award to the Company and has otherwise complied with the applicable terms and conditions of such Award. Further, such Award shall be subject to the following conditions:
(a)
Purchase Price. The purchase price of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less than par value.
(b)
Acceptance. Awards of Restricted Stock must be accepted within a period of 60 days (or such other period as the Committee may specify) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder.
(c)
Legend. Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:
“The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the NYSE Euronext (the “Company”) Omnibus Incentive Plan (the “Plan”) and an Agreement entered into between the registered owner and the Company evidencing the award under the Plan. Copies of such Plan and Agreement are on file at the principal office of the Company.”
(d)
Custody. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power, endorsed in blank, relating to the Common Stock covered by such Award.
8.3    Restrictions and Conditions. The shares of Restricted Stock awarded pursuant to this Plan shall be subject to the following restrictions and conditions:

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(a)
Restriction Period. (i) The Participant shall not be permitted to Transfer shares of Restricted Stock awarded under this Plan during the period or periods set by the Committee (the “Restriction Period”) commencing on the date of such Award, as set forth in the Restricted Stock Award agreement and such agreement shall set forth a vesting schedule and any events which would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of Performance Goals pursuant to Section 8.3(a)(ii) below and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award.
(ii)
Objective Performance Goals, Formulae or Standards. If the grant of shares of Restricted Stock or the lapse of restrictions is based on the attainment of Performance Goals, the Committee shall establish the Performance Goals and the applicable vesting percentage of the Restricted Stock Award applicable to each Participant or class of Participants in writing prior to the beginning of the applicable fiscal year or at such later date as otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. With regard to a Restricted Stock Award that is intended to comply with Section 162(m) of the Code, to the extent any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect. The applicable Performance Goals shall be based on one or more of the performance criteria set forth in Exhibit A hereto.
(b)
Rights as a Stockholder. Except as provided in this subsection (b) and subsection (a) above and as otherwise determined by the Committee, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company including, without limitation, the right to receive any dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. The Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period.
(c)
Termination. Unless otherwise specified in the applicable Restricted Stock Award agreement, upon a Participant’s Termination for any reason during the relevant Restriction Period, all Restricted Stock still subject to restriction will be forfeited.
(d)
Lapse of Restrictions. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.
ARTICLE IX    
PERFORMANCE SHARES

9.1    Award of Performance Shares. Performance Shares may be awarded either alone or in addition to other Awards granted under this Plan. The Committee shall, in its sole discretion, determine the Eligible Employees, Consultants and Non-Employee Directors, to whom, and the time or times at which, Performance Shares shall be awarded, the number of Performance Shares to be awarded to any person, the duration of the period (the “Performance Period”) during which, and the conditions under which, receipt of the Shares will be deferred, and the other terms and conditions of the Award in addition to those set forth in Section 9.2.
Unless otherwise determined by the Committee at grant, each Award of Performance Shares shall provide that in the event the Participant engages in Detrimental Activity prior to, or during the one-year period after, any vesting of Performance Shares, the Committee may direct (at any time within one year thereafter) that all unvested Performance Shares shall be immediately forfeited to the Company and that the Participant shall pay over to the Company an amount equal to any gain the Participant realized from any Performance Shares which had vested in the period referred to above.
Except as otherwise provided herein, the Committee shall condition the right to payment of any Performance Share upon the attainment of objective performance goals established pursuant to Section 9.2(c) below.
9.2    Terms and Conditions. Performance Shares awarded pursuant to this Article IX shall be subject to the following terms and conditions:
(a)
Earning of Performance Share Award. At the expiration of the applicable Performance Period, the Committee shall determine the extent to which the performance goals established pursuant to Section 9.2(c) are achieved and the percentage of each Performance Share Award that has been earned.
(b)
Non-Transferability. Subject to the applicable provisions of the Award agreement and this Plan, Performance Shares may not be Transferred during the Performance Period.

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(c)
Objective Performance Goals, Formulae or Standards. The Committee shall establish the objective Performance Goals for the earning of Performance Shares based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect. The applicable Performance Goals shall be based on one or more of the performance criteria set forth in Exhibit A hereto.
(d)
Dividend Equivalents. If any cash dividends (whether regular or extraordinary) are paid on shares of Common Stock during the Performance Period applicable to a Participant’s Award of Performance Shares, the Committee (or its delegate) shall determine, in accordance with Section 409A of the Code and the terms of this Plan and the applicable Award agreement, whether such Participant shall be eligible to receive any payments with respect to such dividends and, if so, the terms of such payments, including without limitation (i) the amounts of such payments, (ii) any vesting or forfeiture conditions to such payments and (iii) whether such payments shall be made (x) currently or on a deferred basis, (y) in cash or shares of Common Stock and (z) with respect to the period prior to the vesting of such Award. The Committee (or its delegate) may make such determination at the time of grant of such Award or at any time thereafter (but in all events not later than December 31 of the year prior to the year for which any such payments are made); provided that, if such determination is made after the time of grant, the Participant shall be provided with written notice of such determination, which notice shall constitute an amendment to the applicable Award agreement.
(e)
Payment. Following the Committee’s determination in accordance with subsection (a) above, shares of Common Stock or, as determined by the Committee in its sole discretion, the cash equivalent of such shares shall be delivered to the Eligible Employee, Consultant or Non-Employee Director, or his legal representative, in an amount equal to such individual’s earned Performance Share. Notwithstanding the foregoing, the Committee may, in its sole discretion, award an amount less than the earned Performance Share and/or subject the payment of all or part of any Performance Share to additional vesting, forfeiture and deferral conditions as it deems appropriate.
(f)
Termination. Subject to the applicable provisions of the Award agreement, upon a Participant’s Termination for any reason during the Performance Period for a given Award, the Performance Shares in question will be forfeited.
(g)
Accelerated Vesting. Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, in its sole discretion, at or after grant, accelerate the vesting of all or any part of any Performance Share Award and/or waive the deferral limitations for all or any part of such Award.
ARTICLE X
OTHER STOCK-BASED AWARDS

10.1    Other Awards. The Committee, in its sole discretion, is authorized to grant to Eligible Employees, Consultants and Non-Employee Directors Other Stock-Based Awards that are payable in, valued in whole or in part by reference to, or otherwise based on or related to shares of Common Stock, including but not limited to, shares of Common Stock awarded purely as a bonus and not subject to any restrictions or conditions, shares of Common Stock in payment of the amounts due under an incentive or performance plan sponsored or maintained by the Company or an Affiliate, performance units, dividend equivalent units, stock equivalent units, restricted stock units and deferred stock units. To the extent permitted by law, the Committee may, in its sole discretion, permit Eligible Employees and/or Non-Employee Directors to defer all or a portion of their cash compensation in the form of Other Stock-Based Awards granted under this Plan, subject to the terms and conditions of any deferred compensation arrangement established by the Company, which shall be in a manner intended to comply with Section 409A of the Code. Other Stock-Based Awards may be granted either alone or in addition to or in tandem with other Awards granted under the Plan.
Subject to the provisions of this Plan, the Committee shall, in its sole discretion, have authority to determine the Eligible Employees, Consultants and Non-Employee Directors to whom, and the time or times at which, such Awards shall be made, the number of shares of Common Stock to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the grant of Common Stock under such Awards upon the completion of a specified performance period.
The Committee may condition the grant or vesting of Other Stock-Based Awards upon the attainment of specified Performance Goals set forth on Exhibit A as the Committee may determine, in its sole discretion; provided that to the extent that such Other Stock-Based Awards are intended to comply with Section 162(m) of the Code, the Committee shall establish the objective Performance Goals for the vesting of such Other Stock-Based Awards based on a performance period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable performance period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of

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the Code, such provision shall be of no force or effect. The applicable Performance Goals shall be based on one or more of the performance criteria set forth in Exhibit A hereto.
10.2    Terms and Conditions. Other Stock-Based Awards made pursuant to this Article X shall be subject to the following terms and conditions:
(a)
Non-Transferability. Subject to the applicable provisions of the Award agreement and this Plan, shares of Common Stock subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.
(b)
Dividend Equivalents. If any cash dividends (whether regular or extraordinary) are paid on shares of Common Stock during the period in which a Participant’s Award is outstanding, the Committee (or its delegate) shall determine, in accordance with Section 409A of the Code and the terms of this Plan and the applicable Award agreement, whether such Participant shall be eligible to receive any payments with respect to such dividends and, if so, the terms of such payments, including without limitation (i) the amounts of such payments, (ii) any vesting or forfeiture conditions to such payments and (iii) whether such payments shall be made (x) currently or on a deferred basis, (y) in cash or shares of Common Stock and (z) with respect to the period prior to the vesting of such Award. The Committee (or its delegate) may make such determination at the time of grant of such Award or at any time thereafter (but in all events not later than December 31 of the year prior to the year for which any such payments are made); provided that, if such determination is made after the time of grant, the Participant shall be provided with written notice of such determination, which notice shall constitute an amendment to the applicable Award agreement.
(c)
Vesting. Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award agreement, as determined by the Committee, in its sole discretion.
(d)
Price. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration; Common Stock purchased pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion.
(e)
Payment. Form of payment for the Other Stock-Based Award shall be specified in the Award agreement.
10.3    Grant of Restricted Stock Units in Connection with the Merger Transaction.
(a)
Grant of RSUs. In connection with the Merger Transaction, the Committee, in its sole discretion, shall authorize the grant of restricted stock units to Eligible Employees on the terms and conditions set forth in this Section 10.3. All such restricted stock units (hereinafter, “Merger Transaction RSUs”) will be granted on the closing date of the Merger Transaction or as soon as practicable thereafter (the “Merger Transaction Grant Date”). All Merger Transaction RSUs will be granted subject to the terms and conditions of the Plan and each Award will be memorialized in a separate agreement between the Company and the Participant.
(b)
Vesting. All Merger Transaction RSUs shall vest on a cumulative basis, as follows: (i) 50% shall vest immediately on the Merger Transaction Grant Date; (ii) an additional 25% shall vest on the first anniversary of the Merger Transaction Grant Date; and (iii) the balance of each Award (25%) shall vest on the second anniversary of the Merger Transaction Grant Date.
(c)
Distribution. Subject to the provisions of Section 10.3(d), on or as soon as reasonably practicable following the applicable vesting date, the Company shall distribute one share of Common Stock with respect to each Merger Transaction RSU that vests on such date (subject to share adjustment pursuant to Article IV of the Plan, as applicable.) Upon delivery of such shares of Common Stock, all obligations of the Company with respect to each such Merger Transaction RSU shall be satisfied.
(d)
Lock-Up Period. In no event shall any shares of Common Stock subject to a Merger Transaction RSU be distributed prior to the expiration of the Lock-Up Period, as defined in Section 5.1 of the Merger Agreement, which period shall end on the third anniversary of the Merger Transaction Grant Date.
(e)
Employment Termination. Upon a Participant’s Termination, other than for Cause, all un-vested Merger Transaction RSUs shall automatically be forfeited and all vested Merger Transaction RSUs shall be distributed as soon as practicable following the expiration of the Lock-Up Period in the manner described in Section 10.3(c) or 10.3(f), as applicable. In the event of a Participant’s Termination for Cause, all Merger Transaction RSUs, whether or not vested and whether or not payable in Common Stock or cash, shall be forfeited.
(f)
Transfer to NYSE Regulation, Inc. Notwithstanding any contrary provision contained in this Article X, if a Participant transfers employment to NYSE Regulation, Inc., any Merger Transaction RSUs granted to such Participant prior to such employment transfer shall automatically be converted from a deferred stock award to a deferred cash award (“Cash Award”) but shall otherwise continue to be subject to the terms and conditions of the Plan, including this Article X and the vesting schedule set forth in Section 10.3(b) above and the forfeiture provisions in Section 10.3(e). The value of the Cash Award shall be calculated on the basis of 90% of the Fair Market Value of a

15



share of Common Stock on the effective date of the Participant’s transfer of employment from the Company or Affiliate to NYSE Regulation, Inc. The Cash Award, which shall be payable from the general assets of the Company, subject to its creditors, shall be paid to the Participant as soon as practicable following the expiration of the Lock-Up Period. The Cash Award payable under this Section 10.3(f) shall be adjusted annually for earnings at a money market fund rate, or at the rate of return on another stable value investment vehicle designed for the preservation of principal, as determined by the Company. Upon payment of the Cash Award to the Participant, all obligations of the Company with respect to the Merger Transaction RSUs granted to such Participant shall be satisfied.
(g)
Other Terms and Conditions. Merger Transaction RSUs may contain such other provisions, which shall not be inconsistent with any of the terms of this Plan, as the Committee shall, in its sole discretion, deem appropriate. Merger Transaction RSUs shall be memorialized in a written agreement between the Company and the Participant.

ARTICLE XI
PERFORMANCE-BASED CASH AWARDS

11.1    Performance-Based Cash Awards. Performance-Based Cash Awards may be granted either alone or in addition to or in tandem with Stock Options, Stock Appreciation Rights, or Restricted Stock. Subject to the provisions of this Plan, the Committee shall, in its sole discretion, have authority to determine the Eligible Employees and Consultants to whom, and the time or times at which, such Awards shall be made, the dollar amount to be awarded pursuant to such Awards, and all other conditions of the Awards. The Committee may also provide for the payment of dollar amount under such Awards upon the completion of a specified Performance Period.
For each Participant, the Committee may specify a targeted performance award. The individual target award may be expressed, at the Committee’s discretion, as a fixed dollar amount, a percentage of base pay or total pay (excluding payments made under the Plan), or an amount determined pursuant to an objective formula or standard. Establishment of an individual target award for a Participant for a calendar year shall not imply or require that the same level individual target award (if any such award is established by the Committee for the relevant Participant) be set for any subsequent calendar year. At the time the Performance Goals are established, the Committee shall prescribe a formula to determine the percentages (which may be greater than 100%) of the individual target award which may be payable based upon the degree of attainment of the Performance Goals during the calendar year. Notwithstanding anything else herein, the Committee may, in its sole discretion, elect to pay a Participant an amount that is less than the Participant’s individual target award (or attained percentage thereof) regardless of the degree of attainment of the Performance Goals; provided that no such discretion to reduce an Award earned based on achievement of the applicable Performance Goals shall be permitted for the calendar year in which a Change in Control of the Company occurs, or during such calendar year with regard to the prior calendar year if the Awards for the prior calendar year have not been made by the time of the Change in Control of the Company, with regard to individuals who were Participants at the time of the Change in Control of the Company.
11.2    Terms and Conditions. Performance-Based Awards made pursuant to this Article XI shall be subject to the following terms and conditions:
(a)
Vesting of Performance-Based Cash Award. At the expiration of the applicable Performance Period, the Committee shall determine and certify in writing the extent to which the Performance Goals established pursuant to Section 11.2(c) are achieved and the percentage of the Participant’s individual target award has been vested and earned.
(b)
Waiver of Limitation. In the event of the Participant’s Retirement, Disability or death, or in cases of special circumstances, the Committee may, in its sole discretion, waive in whole or in part any or all of the limitations imposed hereunder (if any) with respect to any or all of an Award under this Article XI.
(c)
Objective Performance Goals, Formulae or Standards.
(i)
The Committee shall establish the objective Performance Goals and the individual target award (if any) applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent any Performance-Based Award is intended to comply with the provisions of Section 162(m) of the Code, if any provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect. The applicable Performance Goals shall be based on one or more of the performance criteria set forth in Exhibit A hereto.
(ii)
The measurements used in Performance Goals set under the Plan shall be determined in accordance with Generally Accepted Accounting Principles (“GAAP”), except, to the extent that any objective Performance Goals are used, if any measurements require deviation from GAAP, such deviation shall be at the discretion of the Committee at the time the Performance Goals are set or at such later time to the extent permitted under Section 162(m) of the Code.

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(d)
Payment. Following the Committee’s determination and certification in accordance with subsection (a) above, the Performance-Based Cash Award amount shall be delivered to the Eligible Employee or his legal representative, in accordance with the terms and conditions of the Award agreement.

ARTICLE XII
NON-EMPLOYEE DIRECTOR AWARDS

12.1    Discretionary Awards to Non-Employee Directors. A Non-Employee Director shall be eligible to receive Awards under the Plan in accordance with its terms, including those set forth in this Article XII and such other terms and conditions as may be established by the Board consistent with the terms of the Plan and set forth in an Award agreement at grant or thereafter.
12.2    Acceleration of Exercisability. All Awards granted to a Non-Employee Director and not previously vested or exercisable shall become fully vested and exercisable upon such director’s death or, in the case of all Awards other than Restricted Stock, the Non-Employee Director’s Retirement, and all Awards granted to Non-Employee Directors and not previously vested or exercisable shall become fully vested and exercisable immediately upon a Change in Control (as defined in Section 13.2).
12.3    Changes.
(a)
The Awards to a Non-Employee Director shall be subject to Sections 4.2(a), (b) and (c) of the Plan and this Section 12.3.
(b)
If the Company shall not be the surviving corporation in any merger or consolidation, or if the Company is to be dissolved or liquidated, then, unless the surviving corporation assumes the Stock Options or substitutes new Stock Options which are determined by the Board in its sole discretion to be substantially similar in nature and equivalent in terms and value for Stock Options then outstanding, upon the effective date of such merger, consolidation, liquidation or dissolution, any unexercised Stock Options shall expire without additional compensation to the holder thereof; provided, that, the Board shall deliver notice to each Non-Employee Director at least 30 days prior to the date of consummation of such merger, consolidation, dissolution or liquidation which would result in the expiration of the Stock Options and during the period from the date on which such notice of termination is delivered to the consummation of the merger, consolidation, dissolution or liquidation, such Participant shall have the right to exercise in full, effective as of such consummation, all Stock Options that are then outstanding (without regard to limitations on exercise otherwise contained in the Stock Options) but contingent on occurrence of the merger, consolidation, dissolution or liquidation, and, provided that, if the contemplated transaction does not take place within a 90-day period after giving such notice for any reason whatsoever, the notice, accelerated vesting and exercise shall be null and void and, if and when appropriate, new notice shall be given as aforesaid.

ARTICLE XIII
CHANGE IN CONTROL PROVISIONS

13.1    Benefits. In the event of a Change in Control of the Company and except as otherwise provided by the Committee in any Award agreement, a Participant’s unvested Award shall not vest and a Participant’s Award shall be treated in accordance with one of the following methods determined by the Committee, in its sole discretion:
(a)
Awards, whether or not then vested, shall be continued, assumed, have new rights substituted therefor or be treated in accordance with Section 4.2(d) hereof, as determined by the Committee in its sole discretion, and restrictions to which any shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Common Stock on such terms as determined by the Committee; provided that, the Committee may, in its sole discretion, decide to award additional Restricted Stock or other Award in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation Section 1.424-1 (and any amendments thereto).
(b)
The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of such Awards. For purposes of this Section 13.1, “Change in Control Price” shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company.
(c)
The Committee may, in its sole discretion, provide for the cancellation of any Awards without payment, if the Change in Control Price is less than the Fair Market Value of such Award on the date of grant.

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(d)
Notwithstanding anything else herein, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at the time of grant or at any time thereafter.
13.2    Change in Control. Unless otherwise determined by the Committee, a “Change in Control” shall be deemed to occur following any transaction if:
(a)
Any individual, entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act)) (a “Person”) becomes the beneficial owner (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 50.1% or more of either (A) the then-outstanding shares of common stock of the Company (the “Outstanding Company Common Stock”) or (B) the combined voting power of the then-outstanding voting securities of the Company entitled to vote generally in the election of directors (the “Outstanding Company Voting Securities”); provided, however, that, for purposes of this Section 13.2(a), the following acquisitions shall not constitute a Change in Control: (i) any acquisition directly from the Company, (ii) any acquisition by the Company, (iii) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any Affiliate or (iv) any acquisition by any corporation pursuant to a transaction that complies with Sections 13.2(c)(i), (ii) and (iii);
(b)
Any time at which individuals who, as of the Effective Date, constitute the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Effective Date whose election, or nomination for election by the Company’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board;
(c)
Consummation of a reorganization, merger, statutory share exchange or consolidation or similar transaction involving the Company or any of its subsidiaries, a sale or other disposition of all or substantially all of the assets of the Company, or the acquisition of assets or stock of another entity by the Company or any of its subsidiaries (each, a “Business Combination”), in each case unless, following such Business Combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the Outstanding Company Common Stock and the Outstanding Company Voting Securities immediately prior to such Business Combination beneficially own, directly or indirectly, more than 50% of the then-outstanding shares of common stock and the combined voting power of the then-outstanding voting securities entitled to vote generally in the election of directors, as the case may be, of the corporation resulting from such Business Combination (including, without limitation, a corporation that, as a result of such transaction, owns the Company or all or substantially all of the Company’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership immediately prior to such Business Combination of the Outstanding Company Common Stock and the Outstanding Company Voting Securities, as the case may be, (ii) no Person (excluding any corporation resulting from such Business Combination or any employee benefit plan (or related trust) of the Company or such corporation resulting from such Business Combination) beneficially owns, directly or indirectly, 50.1% or more of, respectively, the then-outstanding shares of common stock of the corporation resulting from such Business Combination or the combined voting power of the then-outstanding voting securities of such corporation, except to the extent that such ownership existed prior to the Business Combination, and (iii) at least a majority of the members of the board of directors of the corporation resulting from such Business Combination were members of the Incumbent Board at the time of the execution of the initial agreement or of the action of the Board providing for such Business Combination; or
(d)
Approval by the stockholders of the Company of a complete liquidation or dissolution of the Company;
provided, however, that a Change in Control shall not occur for purposes of the Plan unless it constitutes a “change in control” for purposes of Section 409A of the Code; provided, further, however, that the foregoing proviso shall not apply to an Award that is granted after May 15, 2008 unless the Award is intended to comply with Section 409A of the Code and payment under the Award is triggered by a Change in Control.

ARTICLE XIV
TERMINATION OR AMENDMENT OF PLAN

14.1    Termination or Amendment. Notwithstanding any other provision of this Plan, the Board or the Committee may at any time, and from time to time, amend, in whole or in part, any or all of the provisions of this Plan (including any amendment deemed necessary to ensure that the Company may comply with any regulatory requirement referred to in Article XVI), or suspend or terminate it entirely, retroactively or otherwise; provided, however, that, unless otherwise required by law or specifically provided herein, the rights of a Participant with respect to Awards granted prior to such amendment, suspension or termination, may not be impaired without the consent of such Participant and, provided further, without the approval of the stockholders of the Company in accordance with the laws of the State of Delaware, to the extent required by the applicable provisions of Rule 16b-3, or Section 162(m) of the Code, pursuant to the requirements of the NYSE Listed Company Manual, or, to the extent applicable to Incentive Stock Options, Section 422 of the Code, no amendment may be made which would:

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(a)
increase the aggregate number of shares of Common Stock that may be issued under this Plan pursuant to Section 4.1 (except by operation of Section 4.2);
(b)
increase the maximum individual Participant limitations for a fiscal year under Section 4.1(b) (except by operation of Section 4.2);
(c)
change the classification of Eligible Employees or Consultants eligible to receive Awards under this Plan;
(d)
decrease the minimum option price of any Stock Option or Stock Appreciation Right;
(e)
extend the maximum option period under Section 6.3;
(f)
alter the Performance Goals for the Award of Restricted Stock, Performance Shares or Other Stock-Based Awards subject to satisfaction of Performance Goals as set forth in Exhibit A;
(g)
award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or Stock Appreciation Right with a higher exercise price, except in accordance with Section 6.3(m); or
(h)
require stockholder approval in order for this Plan to continue to comply with the applicable provisions of Section 162(m) of the Code or, to the extent applicable to Incentive Stock Options, Section 422 of the Code. In no event may this Plan be amended without the approval of the stockholders of the Company in accordance with the applicable laws of the State of Delaware to increase the aggregate number of shares of Common Stock that may be issued under this Plan, decrease the minimum exercise price of any Stock Option or Stock Appreciation Right, or to make any other amendment that would require stockholder approval under the NYSE Listed Company Manual, or the rules of any other exchange or system on which the Company’s securities are listed or traded at the request of the Company.
The Committee may amend the terms of any Award theretofore granted, prospectively or retroactively, but, subject to Article IV above or as otherwise specifically provided herein, no such amendment or other action by the Committee shall impair the rights of any holder without the holder’s consent.

ARTICLE XV
UNFUNDED PLAN

15.1    Unfunded Status of Plan. This Plan is an “unfunded” plan for incentive and deferred compensation. With respect to any payments as to which a Participant has a fixed and vested interest but that are not yet made to a Participant by the Company, nothing contained herein shall give any such Participant any rights that are greater than those of a general unsecured creditor of the Company.
ARTICLE XVI
GENERAL PROVISIONS

16.1    Legend. The Committee may require each person receiving shares of Common Stock pursuant to a Stock Option or other Award under the Plan to represent to and agree with the Company in writing that the Participant is acquiring the shares without a view to distribution thereof. In addition to any legend required by this Plan, the certificates for such shares may include any legend that the Committee, in its sole discretion, deems appropriate to reflect any restrictions on Transfer.
All certificates for shares of Common Stock delivered under the Plan shall be subject to such stop transfer orders and other restrictions as the Committee may, in its sole discretion, deem advisable under the rules, regulations and other requirements of the Securities and Exchange Commission, any stock exchange upon which the Common Stock is then listed or any national securities exchange system upon whose system the Common Stock is then quoted, any applicable Federal or state securities law, and any applicable corporate law, and the Committee may cause a legend or legends to be put on any such certificates to make appropriate reference to such restrictions.
16.2    Other Plans. Nothing contained in this Plan shall prevent the Board from adopting other or additional compensation arrangements, subject to stockholder approval if such approval is required; and such arrangements may be either generally applicable or applicable only in specific cases.
16.3    No Right to Employment/Directorship/Consultancy. Neither this Plan nor the grant of any Option or other Award hereunder shall give any Participant or other employee, Consultant or Non-Employee Director any right with respect to continuance of employment, consultancy or directorship by the Company or any Affiliate, nor shall they be a limitation in any way on the right of the Company or any Affiliate by which an employee is employed or a Consultant or Non-Employee Director is retained to terminate his or her employment, consultancy or directorship at any time.
16.4    Withholding of Taxes. The Company shall have the right to deduct from any payment to be made pursuant to this Plan, or to otherwise require, prior to the issuance or delivery of any shares of Common Stock or the payment of any cash hereunder,

19



payment by the Participant of, any Federal, state or local taxes required by law to be withheld. Upon the vesting of Restricted Stock (or other Award that is taxable upon vesting), or upon making an election under Section 83(b) of the Code, a Participant shall pay all required withholding to the Company. Any statutorily required withholding obligation with regard to any Participant may be satisfied, subject to the prior consent of the Committee, by reducing the number of shares of Common Stock otherwise deliverable or by delivering shares of Common Stock already owned. Any fraction of a share of Common Stock required to satisfy such tax obligations shall be disregarded and the amount due shall be paid instead in cash by the Participant.
16.5    No Assignment of Benefits. No Award or other benefit payable under this Plan shall, except as otherwise specifically provided by law or permitted by the Committee, be Transferable in any manner, and any attempt to Transfer any such benefit shall be void, and any such benefit shall not in any manner be liable for or subject to the debts, contracts, liabilities, engagements or torts of any person who shall be entitled to such benefit, nor shall it be subject to attachment or legal process for or against such person.
16.6    Listing and Other Conditions.
(a)
Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issue of any shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.
(b)
If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.
(c)
Upon termination of any period of suspension under this Section 16.6, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.
(d)
A Participant shall be required to supply the Company with any certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.
16.7    Governing Law. This Plan and actions taken in connection herewith shall be governed and construed in accordance with the laws of the State of Delaware (regardless of the law that might otherwise govern under applicable Delaware principles of conflict of laws).
16.8    Construction. Wherever any words are used in this Plan in the masculine gender they shall be construed as though they were also used in the feminine gender in all cases where they would so apply, and wherever any words are used herein in the singular form they shall be construed as though they were also used in the plural form in all cases where they would so apply.
16.9    Other Benefits. No Award granted or paid out under this Plan shall be deemed compensation for purposes of computing benefits under any retirement plan of the Company or its Affiliates nor affect any benefits under any other benefit plan now or subsequently in effect under which the availability or amount of benefits is related to the level of compensation.
16.10    Costs. The Company shall bear all expenses associated with administering this Plan, including expenses of issuing Common Stock pursuant to any Awards hereunder.
16.11    No Right to Same Benefits. The provisions of Awards need not be the same with respect to each Participant, and such Awards to individual Participants need not be the same in subsequent years.
16.12    Death/Disability. The Committee may in its sole discretion require the transferee of a Participant to supply it with written notice of the Participant’s death or Disability and to supply it with a copy of the will (in the case of the Participant’s death) or such other evidence as the Committee deems necessary to establish the validity of the transfer of an Award. The Committee may, in its discretion, also require that the agreement of the transferee to be bound by all of the terms and conditions of the Plan.
16.13    Section 16(b) of the Exchange Act. All elections and transactions under this Plan by persons subject to Section 16 of the Exchange Act involving shares of Common Stock are intended to comply with any applicable exemptive condition under Rule 16b-3. The Committee may, in its sole discretion, establish and adopt written administrative guidelines, designed to facilitate compliance with Section 16(b) of the Exchange Act, as it may deem necessary or proper for the administration and operation of this Plan and the transaction of business thereunder.

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16.14    Section 409A of the Code. Awards under the Plan are intended to comply with, or be exempt from, the applicable requirements of Section 409A of the Code and shall be limited, construed and interpreted in accordance with such intent. Although the Company does not guarantee any particular tax treatment, to the extent that any Award is subject to Section 409A of the Code, it shall be paid in a manner that is intended to comply with Section 409A of the Code, including regulations and any other guidance issued by the Secretary of the Treasury and the Internal Revenue Service with respect thereto.
16.15    Successor and Assigns. The Plan shall be binding on all successors and permitted assigns of a Participant, including, without limitation, the estate of such Participant and the executor, administrator or trustee of such estate.
16.16    Severability of Provisions. If any provision of the Plan shall be held invalid or unenforceable, such invalidity or unenforceability shall not affect any other provisions hereof, and the Plan shall be construed and enforced as if such provisions had not been included.
16.17    Payments to Minors, Etc. Any benefit payable to or for the benefit of a minor, an incompetent person or other person incapable of receipt thereof shall be deemed paid when paid to such person’s guardian or to the party providing or reasonably appearing to provide for the care of such person, and such payment shall fully discharge the Committee, the Board, the Company, its Affiliates and their employees, agents and representatives with respect thereto.
16.18    Headings and Captions. The headings and captions herein are provided for reference and convenience only, shall not be considered part of the Plan, and shall not be employed in the construction of the Plan.
                    
ARTICLE XVII
EFFECTIVE DATE OF PLAN

The Plan will become effective on April 25, 2013 subject to the approval of the Company’s stockholders on such date.
                        
ARTICLE XVIII
TERM OF PLAN

No Award shall be granted pursuant to the Plan on or after April 25, 2023, but awards granted prior to such date may extend beyond that date. Notwithstanding the foregoing provisions, provided that no Award (other than a Stock Option or Stock Appreciation Right) that is intended to be “performance-based” under Section 162(m) of the Code shall be granted on or after the fifth anniversary of the date of stockholder approval of the Plan as amended and restated effective April 25, 2013, unless the Performance Goals set forth on Exhibit A are reapproved (or other designated performance goals are approved) by the stockholders no later than the first stockholder meeting that occurs in the fifth year following the year in which stockholders approve the Performance Goals set forth on Exhibit A.
ARTICLE XIX
NAME OF PLAN

This Plan shall be known as the “NYSE Euronext Omnibus Incentive Plan.”
ARTICLE XX
SPECIAL PROVISIONS APPLICABLE TO
PARTICIPANTS TRANSFERRED TO
EMPLOYMENT WITH NYSE REGULATION, INC.

20.1    Applicability of Article. Unless the Board determines otherwise, all Awards granted under this Plan shall be subject to, and governed by, the provisions of this Article XX
20.2    Affected Participants. In the event that a Participant transfers from employment with the Company or an Affiliate to employment with NYSE Regulation, Inc., also an Affiliate, any Awards held by such Participant shall be subject to the forfeiture and/or mandated divestiture provisions set forth in Section 20.3 below. For purposes of this Article XX, a Participant who transfers to employment with NYSE Regulation, Inc. shall be referred to as an “Affected Participant.” Notwithstanding any contrary provision contained in this Plan, Merger Transaction RSUs granted prior to the Affected Participant’s transfer of employment to NYSE Regulation, Inc. shall be handled in accordance with the provisions of Section 10.3(f) of the Plan and the individual Award agreement.
20.3    Forfeiture/Required Divestiture. Any Award held by an Affected Participant shall be subject to the forfeiture and required divestiture requirements set forth in this Section 20.3.
(a)
Forfeiture. The portion of any Award that is not vested at the time of the Affected Participant’s transfer of employment to NYSE Regulation, Inc. shall automatically be forfeited effective as of such date of transfer. As soon as practicable following the Participant’s transfer of employment, NYSE Regulation, Inc. shall grant the Participant

21



an award under its cash bonus plan (or other comparable plan then in effect) equal in value to 90% of the Fair Market Value of the forfeited portion of the Award determined as of the date of forfeiture. NYSE Regulation, Inc. shall set the terms and conditions of the new award; provided, however, that the vesting schedule applicable to the new award shall be the same as the vesting schedule that had been applicable to the Award (or portion thereof) required to be forfeited under this Section 20.3.
(b)
Divestiture. An Affected Participant holding vested shares of Common Stock and/or vested but unexercised Awards acquired under the Plan shall be required to take either or both of the following actions, to the extent applicable, within the time periods prescribed herein: (i) the Participant shall sell all vested shares of Common Stock within six months following the effective date of the Participant’s transfer of employment to NYSE Regulation, Inc. and (ii) the Participant shall exercise the vested portion of all Awards and sell the underlying shares of Common Stock within six months following the effective date of the Participant’s transfer of employment to NYSE Regulation, Inc. Notwithstanding any contrary provision contained herein, any Participant required to exercise and/or divest shares of Common Stock pursuant to this Article XX shall not be subject to the transfer and related restrictions in effect during the Lock-Up Period.
(c)
Other Terms and Conditions. Individual Award agreements shall specify such other terms and conditions as the Committee may deem to be necessary to implement the provisions of this Article XX.


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EXHIBIT A
PERFORMANCE GOALS
Performance goals established for purposes of the grant or vesting of Awards of Restricted Stock, Other Stock-Based Awards, Performance Shares and/or Performance-Based Cash Awards, each intended to be “performance-based” under Section 162(m) of the Code shall be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following performance goals determined in accordance with generally accepted accounting principles (GAAP) or International Financial Reporting Standards (IFRS) (“Performance Goals”):
(a)
enterprise value or value creation targets;
(b)
pre-tax or after-tax income (whether on a gross or net basis or pro forma Non-GAAP or US GAAP basis);
(c)
earnings including operating income, earnings before or after taxes, earnings before or after interest, depreciation, amortization or extraordinary or special items;
(d)
net income excluding amortization of intangible assets, depreciation and impairment of goodwill and intangible assets;
(e)
return on assets (gross or net), return on investment, return on capital or return on equity;
(f)
revenue (net or gross), revenue growth or return on revenue;
(g)
cash flow;
(h)
operating margin or margin profit;
(i)
gross profit or gross profit return on investment;
(j)
gross margin or gross margin on investment;
(k)
working capital;
(l)
specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion;
(m)
earnings per share (basic or diluted) or earnings per share from continuing operations;
(n)
stock price, total stockholder return, fair market value of the shares of the Company’s Common Stock or the growth in the value of an investment in shares of the Company’s Common Stock assuming the reinvestment of dividends;
(o)
a transaction that results in the sale of stock or assets of the Company; or
(p)
reduction in expenses.
To the extent permitted under Section 162(m) of the Code, the Committee may, in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence which the Committee determines should be appropriately excluded or adjusted, including:
(a)
restructurings, discontinued operations, extraordinary items or events, and other unusual or non-recurring charges as described in Accounting Principles Board Opinion No. 30 such as merger-related expenses and/or management’s discussion and analysis of financial condition and results of operations appearing or incorporated by reference in the Company’s Form 10-K for the applicable year;
(b)
an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; or

1



(c)
a change in tax law or accounting standards required by generally accepted accounting principles.
Performance Goals may also be based upon individual Participant performance goals, as determined by the Committee, in its sole discretion.
In addition, such Performance Goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other operational unit or administrative department of the Company) performance under one or more of the measures described above relative to the performance of other corporations. To the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may:
(a)
designate additional business criteria on which the performance goals may be based; or
(b)
adjust, modify or amend the aforementioned business criteria.



2


NYX-2013.3.31-10Q EX-31.1


EXHIBIT 31.1
NYSE Euronext
CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED
I, Duncan Niederauer, certify that:
1.
I have reviewed this quarterly report on Form 10-Q 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: May 8, 2013

/s/ Duncan Niederauer
Duncan Niederauer
Chief Executive Officer
NYSE Euronext



NYX-2013.3.31-10Q EX-31.2


EXHIBIT 31.2
NYSE Euronext
CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND 15d-14(a), AS AMENDED
I, Michael S. Geltzeiler, certify that:
1.
I have reviewed this quarterly report on Form 10-Q 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: May 8, 2013

/s/ Michael S. Geltzeiler
Michael S. Geltzeiler
Group Executive Vice President and Chief Financial Officer
NYSE Euronext




NYX-2013.3.31-10Q EX-32.1


EXHIBIT 32.1
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. Section 1350, each undersigned officer of NYSE Euronext (the “Company”) hereby certifies that, to such officer's knowledge, the quarterly report on Form 10-Q of the Company for the fiscal quarter ended March 31, 2013 (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: May 8, 2013

/s/ Duncan Niederauer
Duncan Niederauer
Chief Executive Officer
Date: May 8, 2013

/s/ Michael S. Geltzeiler
Michael S. Geltzeiler
Group Executive Vice President and Chief Financial Officer
The foregoing certification is being furnished solely pursuant to 18 U.S.C. Section 1350 and is not being filed as part of the Report or as a separate disclosure document.
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.




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