AGREEMENT AND GENERAL RELEASE

AGREEMENT AND GENERAL RELEASE

Agreement and General Release ("Agreement"), by and between Gerald Putnam ("Employee" or "you") and NYSE Euronext ("NYSE Euronext"), on behalf of itself and its past and/or present parent entities, subsidiaries, divisions, affiliates and related business entities, successors and assigns, assets, employee benefit plans or funds, and any of its or their respective past, present and/or future directors, officers, fiduciaries, agents, trustees, administrators, employees and assigns, whether acting on behalf of NYSE Euronext or in their individual capacities (collectively the "NYSE Euronext Persons and Entities").

1. 1. Concluding Employment . You acknowledge your separation from employment with the NYSE Euronext effective September 10, 2007 (the "Separation Date"), and that after the Separation Date you shall not represent yourself as being an employee, officer, agent or representative of NYSE Euronext for any purpose, except as otherwise provided below. The Separation Date shall be the termination date of your employment for purposes of participation in and coverage under all benefit plans and programs sponsored by or through the NYSE Euronext Persons and Entities, except as otherwise provided below.
   2. Company Covenants . In exchange for your waiver of claims against NYSE Euronext Persons and Entities and your compliance with the other terms and conditions of this Agreement, NYSE Euronext agrees to the following:

   3. a. To retain you for up to 12 months as an independent contractor/consultant ("Consultant") to NYSE Euronext, at a rate of $20,000 per month, prorated for partial months, in accordance with the terms of a separate Consulting Agreement in the form attached hereto ("Consulting Agreement").

      b. NYSE Euronext Equity Awards . Effective as of your Separation Date, you hold a Restricted Stock Unit Agreement dated February 5, 2007 (the "RSU Agreement") pursuant to which a total of 19,786 restricted stock units ("RSUs") were granted to you under the NYSE Group, Inc. ("NYSE Group") 2006 Stock Incentive Plan (the "Incentive Plan") with respect to common stock of NYSE Euronext ("Common Stock"). In addition, effective as of your Separation Date, you hold a Non-Qualified Stock Option Agreement dated February 6, 2007 (the "Non-Qualified Option Agreement") pursuant to which you were granted non-qualified stock options ("Non-Qualified Options") to purchase up to a total of 19,755 shares of Common Stock at an exercise price of $99.50 per share. As of your Separation Date, no portion of the RSUs or Non-Qualified Options have vested. In accordance with the applicable terms of the Incentive Plan, RSU Agreement and the Non-Qualified Option Agreement and subject to your compliance with the terms of the Consulting Agreement, the RSUs and Non-Qualified Options shall continue to vest during the term of the Consulting Agreement. In consideration of your entry into this Agreement and subject to your compliance with this Agreement and the Consulting Agreement, and notwithstanding anything to the contrary contained in the Incentive Plan, the RSU Agreement or Non-Qualified Option Agreement, effective September 10, 2008, the date that the Consulting Agreement will terminate ("Restriction Lapse Date"), the balance of your un-vested RSUs and Non-Qualified Options will automatically become 100% fully vested. The RSUs for which accelerated vesting has been provided shall be paid to you in fully vested, unrestricted shares of Common Stock (less shares utilized to satisfy applicable tax withholding requirements) on the first business date following the Restriction Lapse Date. In addition, in consideration of the foregoing, and conditioned upon your compliance with this Agreement and the Consulting Agreement, the period following the Restriction Lapse Date in which all Non-Qualified Options that are vested and outstanding as of the Restriction Lapse Date shall remain exercisable shall be extended from 30 days to 90 days. The execution of this Agreement by the parties hereto shall constitute an amendment to each of RSU Agreement and to Non-Qualified Option Agreement in the manner described herein.

      c. Legacy Equity Awards . Effective as of your Separation Date, you hold Non-Qualified Stock Option Agreements dated November 18, 2003, August 12, 2004 and March 16, 2005 (each, a "Legacy Agreement" and together, the "Legacy Agreements") that evidence the grant of certain Non-Qualified Options ("Legacy Options") granted under the Archipelago Holdings, LLC ("Arca") 2003 Long-Term Incentive Plan and the Archipelago Holdings, LLC 2004 Stock Incentive Plan ("Arca Plans") that have been converted into options to purchase Common Stock in the amounts and at the exercise prices set forth in Appendix A to this Agreement. As of your Separation Date, the portion of the options specified in Appendix A that are held under each Legacy Agreement are un-vested and, pursuant to the terms of each Legacy Agreement would automatically terminate upon your termination of employment. In consideration of your entry into this Agreement and notwithstanding anything to the contrary contained in the Legacy Plans or the Legacy Agreements, all un-vested Legacy Options shall automatically become fully vested and exercisable effective as of your Separation Date and all Legacy Options (including those that vested prior to your Separation Date) shall remain exercisable for a period of 180 days following your Separation Date provided you continue to comply with the requirements of this Agreement and the Consulting Agreement. The execution of this Agreement by the parties hereto shall constitute an amendment to each Legacy Agreement in the manner described herein.

   4. Acknowledgement . You acknowledge and agree that the payments and other benefits provided pursuant to this Agreement: (i) are in full discharge of any and all liabilities and obligations of NYSE Euronext to you, monetarily or with respect to employee benefits or otherwise, including but not limited to any and all obligations arising under any alleged written or oral employment agreement, policy, plan or procedure of NYSE Euronext and/or any alleged understanding or arrangement between you and NYSE Euronext; and (ii) exceed any payment, benefit, or other thing of value to which you might otherwise be entitled under any policy, plan or procedure of NYSE Euronext and/or any agreement between you and NYSE Euronext.
   5. Non-Disparagement . You agree that you will not disparage or encourage or induce others to disparage any of the NYSE Euronext Persons and Entities. For the purposes of this Agreement, the term "disparage" includes, without limitation, comments or statements to the press and/or media, the NYSE Euronext Persons and Entities, or to any individual or entity with whom any of the NYSE Euronext Persons and Entities has a business relationship, which would adversely affect in any manner (i) the conduct of the business of any of the NYSE Euronext Persons and Entities (including, without limitation, any business plans or prospects) or (ii) the
   6. business reputation of the NYSE Euronext Persons and Entities. NYSE Euronext agrees that it and its Chief Executive Officer will refrain from making any public statements, intended to disparage or otherwise damage your reputation.
   7. Cooperation . a. You agree that you will cooperate with NYSE Euronext and/or the NYSE Euronext Persons and Entities and its or their respective counsel in connection with any investigation, administrative proceeding or litigation relating to any matter that occurred during your employment in which you were involved or of which you have knowledge. In conjunction with your compliance with this subparagraph, you agree to make yourself available upon reasonable advance notice, and shall be reimbursed for reasonable out-of-pocket expenses necessarily incurred with NYSE Euronext's prior consent, except as such expenses relate to your agreement to indemnify the NYSE Euronext Persons and Entities as referred to in paragraph 16.

   8. b. You agree that, in the event you are subpoenaed by any person or entity (including, but not limited to, any government agency) to give testimony (in a deposition, court proceeding or otherwise) which in any way relates to your employment by NYSE Euronext and/or the NYSE Euronext Persons and Entities, you will give prompt notice of such request to Ms. Dale B. Bernstein, Executive Vice President, NYSE Euronext, 11 Wall Street, New York, New York 10005 (or her successor or designee) and will make no disclosure until NYSE Euronext and/or the NYSE Euronext Persons and Entities have had a reasonable opportunity to contest the right of the requesting person or entity to such disclosure.

   9. Confidentiality . The terms and conditions of this Agreement are and shall be deemed to be confidential, and shall not be disclosed by you to any person or entity without the prior written consent of NYSE Euronext, except if required by law, and to your accountants, attorneys and/or immediate family, provided that, to the maximum extent permitted by applicable law, rule, code or regulation, they agree to maintain the confidentiality of the Agreement. You further represent that you have not disclosed the terms and conditions of the Agreement to anyone other than your attorneys, accountants and/or immediate family.
   10. Confidential Information . You acknowledge that during the course of your employment with NYSE Euronext and/or any of the NYSE Euronext Persons and Entities, and as Consultant, you have had and will have access to Confidential Information (as defined below). You agree not to disclose or directly or indirectly use such Confidential Information at any time in the future, except if authorized by NYSE Euronext in writing or if required in connection with your role as Consultant or in connection with a subpoena or other legal process or investigation by any governmental or regulatory agency.

1. 1. "Confidential Information" means (i) any work performed for NYSE Euronext or the NYSE Euronext Persons and Entities (including, but not limited to, Archipelago Holdings, Inc. and its predecessors), drafts thereof, or communications with respect thereto; (ii) any business plans, financial information, compensation plans, regulatory information, inventions, marketing research and strategies, methods, designs, software, drawings, formulae, products, processes, compositions, data, code, trade secrets, business methods, know-how, intellectual property, business strategies, operating procedures or other information of NYSE Euronext, any "NYSE Euronext Affiliate" (which term means any partnership or joint venture of which NYSE Euronext is a part, or any subsidiary, parent or affiliated corporation of NYSE Euronext), or any company whose securities are traded on facilities of NYSE Euronext, obtained in connection with the performance of your employment with NYSE Euronext or as Consultant; (iii) any personally identifiable inf