Change of Control Agreement – Interactive Data Corp.

32 Crosby Drive

Bedford, MA 01730

Tel: +1 781 687 8800

Fax: +1 781 687 8005

www.interactivedata.com

Re:

Special Retention and Protection Program

1.

Stay Bonus. You will be entitled to a cash stay bonus (the “Stay
Bonus”) equal to 175% of your Base Salary (the “Stay Bonus Percentage”). Payment
of your Stay Bonus will be made in two installments : one-third will be paid as
soon as practicable, and in any event within 30 days, after the date of a Change
of Control, and the remaining two-thirds will be paid on the date that is four
months following the date of the Change of Control. No payment of the Stay Bonus
will be made unless you remain employed by the Company through the date the Stay
Bonus is to be paid.

2.

Sales Incentive. For each $0.01 that the Change of Control Price
exceeds $30.00, a sales incentive of 0.2 percentage points of base salary will
be added to the Stay Bonus. By way of illustration, if the Change of Control
Price is $35.00, the Stay Bonus Percentage will be increased by 100 percentage
points (0.2* ((35.00 – 30.00) / .01)). If, prior to a Change of Control, there
is a stock split, stock dividend, or similar event that affects the outstanding
shares of common stock of the Company, the Company shall make such adjustment to
the foregoing formula as it determines appropriate to reflect such event.

3.

Enhanced Severance Protection. The following enhancements shall be
made to your severance entitlements under the Company153s Severance Plan for U.S.
Employees, as amended and restated as of March 1, 2010, and as attached hereto
as Exhibit A (the “Severance Plan”), in the event that your employment with the
Company is terminated by the Company other than for Cause during the Change of
Control Period:

a.

Your aggregate Severance Pay under the Severance Plan shall equal the sum of
78 Weeks of Salary, plus an amount equal to your Target Bonus Amount;

b.

The Severance Period under the Severance Plan shall be based on 78 Weeks of
Salary;

c.

The Stay Bonus, to the extent not already paid, shall be paid at the same
time as your Severance Pay;

d.

A termination by you for Good Reason during the Change of Control Period
shall be treated as a termination by the Company without Cause under the
Severance Plan;

e.

The Waiver and Release required by the Severance Plan in order to receive
severance payments and benefits shall be in the form attached as Exhibit B; and

f.

Any determination made by the Company or the Administrator under the
Severance Plan as to the character of any termination of your employment (e.g.,
whether such termination was with or without Cause or Good Reason) shall not be
afforded any special deference in the event such determination becomes the
subject of a dispute.

4.

Expiration Date. If either (i) a definitive agreement which, if
consummated, would result in a Change of Control, has not been entered into by
the Company prior to January 1, 2011, or (ii) a Change of Control has not
occurred prior to January 1, 2012, then this Letter Agreement shall expire and
be null and void. The Company is under no obligation to cause a Change of
Control to occur prior to such expiration, and may in its sole discretion delay
the closing of any Change of Control transaction, terminate any agreement to
consummate any Change of Control transaction, and/or permanently suspend any
efforts to sell the Company.

5.

Entire Agreement. This Letter Agreement contains the entire
understanding of the parties hereto relating to the subject matter herein
contained, and can be changed only by a writing signed by both parties to this
Letter Agreement.

6.

Confidentiality. You agree to maintain at all times the
confidentiality of, and refrain from disclosing, making public, or discussing in
any way (i) the existence, or terms and conditions, of this Letter Agreement
(except that you may discuss this Letter Agreement with your immediate family
members and professional financial and tax advisors, provided they have been
informed of its confidential nature), and (ii) any other confidential
information relating to the Company and its affiliates. In addition to any other
remedies the Company may have, a breach of this paragraph 6 by you (which will
be deemed to include disclosure of the existence or terms or conditions of this
Letter Agreement by your immediate family members or your professional financial
and tax advisors) prior to the date of a Change of Control will automatically
result in the forfeiture of all entitlements under this Letter Agreement.

7.

Definitions. Capitalized terms not otherwise defined above or in this
paragraph 7 shall have the meaning set forth in the Severance Plan.

a.

“Change of Control Price” means (i) the price paid in a Change of
Control for each share of common stock of the Company, plus (ii) the amount per
share of any cash dividends or other cash distributions declared by the Company
after the date hereof and prior to the Change of Control, other than normal
recurring cash dividends in amounts not materially greater than currently paid.
If any portion of such price is paid in the form of securities, the value of
such securities, for purposes of calculating the Change of Control Price, will
be determined by the average of the last sales prices for such securities on the
five trading days ending five trading days prior to the Change of Control. If
such securities do not have an existing public trading market, the value of such
securities shall be the fair market value, as determined by the Company, on the
day prior to the Change of Control.

b.

“Good Reason” means any of the following events or conditions
occurring without your express written consent, provided that you shall have
given notice of such event or condition within a period not to exceed ninety
(90) days of the initial existence of such event or condition and the Company
shall not have remedied such event or condition within thirty (30) days after
receipt of such notice: (i) a materially adverse alteration in the nature or
status of your responsibilities or the conditions of employment, provided that
neither (x) a change in your reporting relationships, or an adjustment in the
nature of a your duties and responsibilities that in either case continues to
allow you to have the same authority with respect to the Company153s functional
area, employees or products and services that you had immediately prior to such
change or adjustment, nor (y) a change in, or elimination of, duties or
responsibilities caused by reason of the Company ceasing to be publicly traded,
shall constitute Good Reason; (ii) a material reduction in your Base Salary or
Target Bonus Amount; (iii) a change of fifty (50) miles or more in your
principal place of employment, except for required travel on business to an
extent substantially consistent with your business travel obligations.

8.

Tax Matters. You should consult your own tax advisor as to the tax
consequences of any payments made to you pursuant to this Letter Agreement, and
the Company is not making any representations to you as to any

particular tax treatment. All payments provided pursuant to this Letter
Agreement are subject to reduction for applicable withholding and payroll taxes.
To minimize the potential impact to you of the 20% excise tax on “golden
parachutes” imposed under Section 4999 of the Code (which could apply if your
payments under this Letter Agreement and the Severance Plan, when added to
certain other entitlements you may have in connection with a Change of Control,
exceed a certain threshold amount), payments under this Letter Agreement shall
be reduced to the extent necessary to avoid the imposition of the Section 4999
excise tax on any portion of any such payment, but only if, by reason of such
reduction, you will retain more of the payments on an after-tax basis
(considering federal income, social security and Medicare taxes, and state and
local income taxes) than you would retain on an after-tax basis (including the
Section 4999 excise tax) without any such reduction. Any such reduction
described in the foregoing sentence shall be applied to your next payment that
is due pursuant to this Letter Agreement.

9.

No Right to Continued Employment. This Letter Agreement does not
affect your status as an at-will employee and therefore your employment remains
subject to termination at any time.

10.

Assignment. The Company may, prior to a Change of Control, assign this
Letter Agreement and its rights and obligations hereunder to any of its
affiliates, and upon a Change of Control, either the Company or any such
affiliate may assign this Letter Agreement and its rights and obligations
hereunder to an acquirer. You may not assign any of your rights or obligations
under this Letter Agreement.

11.

Governing Law. This Letter Agreement shall be governed by the laws of
the State of Massachusetts applicable to contracts entered into and performed
entirely within the Massachusetts without regard to the principles of conflicts
of laws.

INTERACTIVE DATA CORPORATION

By:

Raymond L. D153Arcy

President and Chief Executive Officer

Agreed to and Accepted by:

Jeffrey Banker

Date