0001047469-04-019277 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • June 3rd, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Illinois

AGREEMENT, dated as of the 19th day of December, 2001, between Archipelago Holdings, L.L.C., a Delaware limited liability company having its principal executive offices in Chicago, Illinois (including any successor thereto, the “Company”), and Gerald D. Putnam (the “Executive”).

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ARCHIPELAGO HOLDINGS, L.L.C. SHARE OPTION AWARD AGREEMENT
Share Option Award Agreement • June 3rd, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services • Delaware

THIS AWARD AGREEMENT, made this day of , 200 (the “Grant Date”), by and between Archipelago Holdings, L.L.C., a Delaware limited liability company (the “Company”), and (the “Employee”) pursuant to the Archipelago Holdings, L.L.C. 200 Long-Term Incentive Plan (the “Plan”).

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • June 3rd, 2004 • Archipelago Holdings L L C • Security & commodity brokers, dealers, exchanges & services

THIS AMENDMENT, dated as of May 4, 2004, between Archipelago Holdings, L.L.C., a Delaware limited liability company having its principal executive offices in Chicago, Illinois (including any successor thereto, the “Company”), and Gerald D. Putnam (the “Executive”) amends the Employment Agreement between the Company and the Executive dated as of December 19, 2001 (the “Employment Agreement”).

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