RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE NYSE EURONEXT 2006 STOCK INCENTIVE PLAN1

Exhibit 10.3

2006 Stock Incentive Plan (Annual Bonus)

RESTRICTED STOCK UNIT AGREEMENT

PURSUANT TO THE

NYSE EURONEXT 2006 STOCK INCENTIVE PLAN ¹

This Agreement (the “Agreement”) entered into on this      day of                      ,          , by and between the NYSE Euronext (the “Company”) and                                  (the “Participant”).

W I T N E S S E T H :

WHEREAS , the Company has adopted the NYSE Euronext 2006 Stock Incentive Plan, (the “Plan”), which is administered by a 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, as such term is defined in the Plan.

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, the Committee has authorized this grant of                      Restricted Stock Units (“RSUs”) to the Participant on                      ,          (the “Grant Date”).

2. Vesting and Distribution.

(a) The RSUs shall vest, as provided below, on a cumulative basis provided that the Participant has not had a Termination at any time prior to the applicable vesting date:

(b) There shall be no proportionate or partial vesting in the periods prior to each vesting date and all vesting shall occur only on the appropriate vesting date provided , that , no Termination has occurred prior to such date.

(c) Subject to Section 2(d) of this Agreement, following the applicable vesting date, the Company shall distribute to the Participant, one share of Common Stock with respect to each RSU that vests on such date, subject to such share adjustment as may be required under Article IV of the Plan. Upon such delivery of shares of Common Stock, all obligations of the Company with respect to each such RSU shall be deemed satisfied.

(d) Notwithstanding the foregoing provisions, upon the earlier to occur of either: (i) a Termination of Employment by the Participant as a result of an Involuntary Termination (as defined herein), Retirement, Disability or death or (ii) a Change in Control of the Company, all RSUs shall immediately become fully vested and shall be distributed to the Participant (or, in the event of death, to his estate) as soon as practicable but in any event no later than 90 days following such Termination or Change in Control, as applicable, in the manner described in Section 2(c) above and otherwise in accordance with the terms of the Plan. For purposes of this Agreement and the Plan, the term “Involuntary Termination” shall mean the termination of the Participant’s employment by the Company or an Affiliate, without Cause, and pursuant to a formal division, department or organization-wide reduction in force. The Committee 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. The Committee’s decision shall be final and binding on the Participant, the Company, its Affiliates and all of their respective successors and assigns.

3. Termination of Employment.

In the event of a Participant’s Termination, subject to the special vesting rules in Section 2(d) above, all RSUs granted to such Participant hereunder shall automatically be forfeited. Notwithstanding any contrary provision contained herein, in the event of a Participant’s Termination for Cause, all RSUs, whether or not vested, shall be forfeited.

[ 4. Holding Period.

Following the vesting of RSUs hereunder, if any, the Participant s