Preview | Restricted Stock Unit Award Agreement |

INTERACTIVE DATA CORPORATION
2000 LONG-TERM INCENTIVE PLAN
Restricted Stock Unit Award Agreement
(Executive Level Grant)

AGREEMENT made as of the day of , 2005 (the Grant Date), between Interactive Data Corporation, a Delaware corporation (the Company), and (the Participant). This Agreement is subject to the provisions of the Companys 2000 Long-Term Incentive Plan (the Plan), a copy of which is furnished to the Participant with this Agreement. Capitalized terms appearing herein and not otherwise defined shall have the meanings ascribed to them in Section 3 of this Agreement or in the Plan, as applicable.

For valuable consideration, receipt of which is acknowledged, the parties hereto agree as follows:

The Company shall grant to the Participant, subject to the terms and conditions set forth in this Agreement and in the Plan, Restricted Stock Units of the Company (the Units), representing the right to receive Shares of the Companys Common Stock (Stock) under the terms and conditions set forth in the Plan and this Agreement. The Participant agrees that the Units shall be subject to the restrictions on transfer set forth in Section 5 of this Agreement.

(a)

Vesting Schedule. The Units will vest (becoming Vested Units) on the earliest of the following dates (the Vesting Dates):

	(i)		100% on July 19, 2008, the third anniversary of the Grant Date;

	(ii)		100% of the Units will vest immediately on the date of the Participants death, provided that the Participants estate or designated beneficiary signs an agreement and release satisfactory to the Company;

	(iii)		100% of the Units will vest immediately upon a Participants Retirement, provided that the Participant signs an agreement and release satisfactory to the Company;

	(iv)		100% of the Units will vest immediately upon a Participants Job Elimination, provided that the Participant signs an agreement and release satisfactory to the Company;

	(v)		100% immediately upon the termination of the Participants employment with the Company and its Subsidiaries (the Company Group) within one

(1) year following a Change in Control (x) by the Company Group other than for Cause or (y) by the Participant for Good Reason; or

(vi) 100% immediately prior to a Change in Control if, in connection with the Change in Control the shares of Stock will no longer be listed on a recognized national securities exchange.

(b) Continuous Relationship Required. Notwithstanding anything set forth in this Agreement, a Unit will not vest pursuant to Section 2(a) unless, on the applicable Vesting Date, the Participant is, and has been at all times since the Grant Date, a director, officer or employee of the Company Group.

(c) Cancellation upon Termination of Employment for Cause. If the Participants employment or service with the Company is terminated for Cause, all Units (including all Vested Units that have not yet been settled pursuant to Section 6(a)) will be automatically and immediately cancelled.

3. Defined Terms. For purposes of this Agreement the following terms shall have the meanings ascribed below.

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			(1) year following a Change in Control (x) by the Company Group other than for Cause or (y) by the Participant for Good Reason; or

	(vi)		100% immediately prior to a Change in Control if, in connection with the Change in Control the shares of Stock will no longer be listed on a recognized national securities exchange.

	(b)		Continuous Relationship Required. Notwithstanding anything set forth in this Agreement, a Unit will not vest pursuant to Section 2(a) unless, on the applicable Vesting Date, the Participant is, and has been at all times since the Grant Date, a director, officer or employee of the Company Group.

	(c)		Cancellation upon Termination of Employment for Cause. If the Participants employment or service with the Company is terminated for Cause, all Units (including all Vested Units that have not yet been settled pursuant to Section 6(a)) will be automatically and immediately cancelled.