NYSE GROUP, INC. 2006 ANNUAL PERFORMANCE BONUS PLAN

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Exhibit 10.22

NYSE GROUP, INC.
2006 ANNUAL PERFORMANCE BONUS PLAN

1.

PURPOSE

        The purpose of the Plan is to attract, retain and motivate key employees by providing performance awards to designated key employees of the Company or its Subsidiaries.

2.

DEFINITIONS

        Unless the context otherwise requires, the words that follow shall have the following meanings:

        (a)   "Award" shall mean a performance award under the Plan.

        (b)   "Board" shall mean the Board of Directors of the Company.

        (c)   "Code" shall mean the Internal Revenue Code of 1986, as amended, and any successor thereto.

        (d)   "Company" shall mean NYSE Group, Inc. and any successor by merger, consolidation or otherwise.

        (e)   "Committee" shall mean the Compensation Committee of the Board or such other committee of the Board that is appointed by the Board to administer the Plan.

        (f)    "Common Stock" means the common stock, $0.01 par value per share, of the Company.

        (g)   "Participant" shall mean an executive employee of the Company or any Subsidiary selected, in accordance with Section 4 hereof, to be eligible to receive an Award in accordance with the Plan.

        (h)   "Performance Period" shall mean each fiscal year of the Company or such other period (as specified by the Committee) over which performance is to be measured, provided, however, the initial Performance Period under this Plan shall be the Company's fiscal year commencing January 1, 2006 and ending December 31, 2006 (the "Initial Performance Period").

        (i)    "Plan" shall mean the NYSE Group, Inc. 2006 Annual Performance Bonus Plan.

        (j)    "Registration Date" shall mean the first date on which any class of common equity securities of the Company is required to be registered under Section 12 of the Securities Exchange Act of 1934, as amended.

        (k)   "Section 162(m)" shall mean the exception for performance based compensation under Section 162(m) of the Code (or any successor section) and the Treasury regulations promulgated thereunder.

        (l)    "Subsidiary" shall mean any subsidiary corporation of the Company within the meaning of Section 424(f) of the Code.

3.

ADMINISTRATION AND INTERPRETATION OF THE PLAN

        (a)   The Plan shall be administered by the Committee. The Committee shall have the exclusive authority and responsibility to make all determinations and take all other actions necessary or desirable for the Plan's administration, including, without limitation, correcting any defect, supplying any omission or reconciling any inconsistency in the Plan in the manner and to the extent it shall deem necessary to carry the Plan into effect. The Committee may, in its discretion, delegate its authority and responsibility under the Plan to the extent permitted by applicable law, provided that the Committee may not delegate authority or responsibility with respect to individuals subject to Rule 16b-3 of the Securities Exchange Act of 1934, as amended.

        (b)   All decisions of the Committee on any question concerning the selection of Participants and the interpretation and administration of the Plan shall be final, conclusive and binding upon all parties.

The Committee may rely on information, and consider recommendations, provided by the Board or the executive officers of the Company.

4.

ELIGIBILITY AND PARTICIPATION

        (a)   For each Performance Period, the Committee shall select, in its discretion, the employees of the Company or its Subsidiaries who are to participate in the Plan.

        (b)   No person shall be entitled to any Award for a Performance Period unless the individual is designated as a Participant for the Performance Period. The Committee may add to or delete individuals from the list of designated Participants at any time and from time to time, in its sole discretion, provided that once a person is designated as a Participant for a Performance Period such person shall not be removed as a Participant during such Performance Period.

5.

PERFORMANCE AWARD PROGRAM

        5.1   PERFORMANCE AWARDS.    Subject to the satisfaction of any conditions on payment imposed by the Committee, each Participant shall be eligible to receive an Award based on the attainment of the performance goals described on Exhibit A, attached hereto, during a specified Performance Period as determined by the Committee in its sole discretion.

        5.2   SECTION 162(m) OF THE CODE.    The Plan has been adopted by the Board prior to the occurrence of a Registration Date. The Plan is intended to constitute a plan described in Treasury Regulation Section 1.162-27(f)(1), pursuant to which the deduction limits under Section 162(m) of the Code do not apply during the applicable reliance period.

        5.3   PAYMENT DATE.    Awards may be paid at such time(s) as determined by the Committee but in all events except as provided in the next sentence, shall be paid not later than the later of: (i) March 15 after the end of the applicable year; or (ii) two and one-half (2 ¹ / 2 ) month