Letter Agreement dated June 9, 2011



 Exhibit 10.3 
 For the attention of: 
 LCH.CLEARNET Group Limited 

Aldgate House 
 33 Aldgate High Street

 London, EC3N 1EA 
 United Kingdom

 Fax: + 44 (0) 20 7426 7001 

And 
 BANQUE CENTRALE DE COMPENSATION S.A.

 (trading as Clearnet) 
 18, rue
du Quatre Septembre 
 75002 Paris 
 Paris,
9th June 2011 

Re: AMENDED AND RESTATED CLEARING AGREEMENT TERMINATION

 Dear Sirs; 
 Reference is made to
the letters dated May 7th, 2010 and May 20th, 2010 serving notice of termination of the Agreement (defined below) (hereinafter collectively referred to as the “Letters”). 

As stated in the Letters, the termination of the Amended and Restated Clearing Agreement dated 1st day of October 2003, as amended from time to time, between the
Euronext Market Undertakings, Banque Centrale de Compensation S.A. (trading as “Clearnet”, and with the commercial name (and herein referred to as) “LCH.Clearnet S.A.”) and LCH.Clearnet Group Limited (hereinafter referred
to as the “Agreement”) was to due to come into force on November 7th, 2012. 
 As explained during our meetings, in the context of the forthcoming merger with Deutsche
Börse announced on 15 February 2011, we consider that the extension of the Agreement would be in the best interest of both our groups and our respective stakeholders. 
 This letter agreement is to confirm the mutual understanding of NYSE Euronext, LCH Clearnet Group Limited and LCH.Clearnet S.A. in connection with the extension of the Agreement. Accordingly, this letter
agreement shall supersede the Letters, insofar as they relate to the subject matter herein described and agreed. 
 As per our discussions, NYSE
Euronext, LCH Clearnet S.A. and LCH.Clearnet Group Limited hereby agree to the following: 
 1/ Section 8.1 of the Agreement shall be
amended and shall forthwith read as follows: “This Agreement has an initial term of thirty months (the “Initial Term”) from the date when it takes effect under Article 7, unless terminated earlier pursuant to Article 8 of this
Agreement. Without 







 
prejudice to early termination rights provided for in Article 8 and subject to the below provisions, at the end of the Initial Term, this Agreement shall remain in force until December 31,
2013, except that the parties hereby agree that: 
  

	 	(i)	the parties’ rights and obligations under this Agreement in relation to Transactions in Derivatives will be terminated as of June 30, 2013, and


  

	 	(ii)	the parties’ rights and obligations under this Agreement in relation to Transactions in Securities will be terminated as of December 31, 2013.”


 2/ Section 8.4 of the Agreement shall be amended so that the following additional provision shall also apply as
part of Section 8.4 as a second paragraph: 
 “Where (a) any current shareholder of LCH.Clearnet Group Limited
holds, directly or indirectly, alone or in concert with other persons more than [ * ] of the share capital of LCH.Clearnet Group Limited [ * ], or (b) where any third party not currently shareholder of LCH.Clearnet Group Limited
becomes, directly or indirectly, shareholder of LCH.Clearnet Group Limited and holds directly or indirectly, alone or in concert with other persons more than [ * ] of the share capital of LCH.Clearnet Group Limited [ * ], or
(c) LCH.Clearnet Group Limited comes to hold directly or indirectly (in economic terms) less than [ * ] of the share capital of any of its Affiliates or [ * ] any of such Affiliates, or (d) LCH.Clearnet Group Limited or any
of its Affiliates becomes subject to any arrangement which results in the transfer, lease, management lease, joint-venture or similar transaction of all or a material part of its assets or activities representing more than [ * ] of the value
or revenues of such entity, the Euronext Market Undertakings may determine, in their sole discretion, to carry on or to terminate the Agreement and determine the effective termination date (save that such date may not be before
November 7th, 2012). Notwithstanding the provisions
of the first paragraph of this Section 8.4 these rights may be asserted independently of the first paragraph of this Section 8.4. 

For the purpose of the revised Section 8.4: 
  

	(i)	[ * ]; and 

  

	(ii)	“Affiliate” means an entity controlled directly or indirectly by LCH.Clearnet Group Limited. 


The other terms and conditions of the Agreement, as amended from time to time, remain unchanged. Also please note that capitalized terms used but not
defined in this letter agreement shall have the same meaning set forth in the Agreement. 
 If the foregoing reflects your understanding in
respect of the subject hereof, please countersign and return to us the enclosed copy of this letter agreement, whereupon this letter agreement shall constitute an effective agreement between us, binding upon each of us. 

 

	*	Certain confidential information has been omitted from this document, as indicated by the notation “[ * ]”. The omitted information has been filed on a
confidential basis with the Securities and Exchange Commission pursuant to a request for confidential treatment. 








 This letter agreement shall be construed and interpreted in all respects in accordance with French law.

 Yours Faithfully, 
  

			
	 /s/ Dominique Cerutti

	 By:
	  	Dominique Cerutti
	 Title:
	  	President and Deputy CEO

  

			
	 /s/ Cees Vermaas

	 By:
	  	Cees Vermaas
	 Title:
	  	CEO Euronext Amsterdam

  

			
	 /s/ Vincent Van Dessel

	 By:
	 	Vincent Van Dessel
	 Title:
	 	Chairman & CEO Euronext Brussels

  

			
	/s/ Luis Laginha
	 By:
	 	Luis Laginha
	 Title:
	 	Chairman & CEO Euronext Lisbon

  

			
	/s/ Garry Jones
	 By:
	 	Garry Jones
	 Title:
	 	Group Executive Vice President & Head of Global Derivatives

 ACCEPTED AND AGREED AS OF THE DATE SET FORTH ABOVE 

 

											
	 	 	LCH.Clearnet Group Limited	 	  	 	LCH.Clearnet S.A.
				
		 	 /s/ Jacques Aigran
	 		 	 /s/ Christophe Hemon

		 	By:	 	Jacques Aigran	 		 	By:	  	Christophe Hemon
		 	Title:	 	Chairman	 		 	Title:	  	CEO