[Federal Register: January 8, 2007 (Volume 72, Number 4)]
[Notices]
[Page 814-832]
[DOCID:fr08ja07-99]

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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-55026; File No. SR-NYSE-2006-120]

Self-Regulatory Organizations; New York Stock Exchange LLC;
Notice of Filing of Proposed Rule Change Regarding Proposed Combination
Between NYSE Group, Inc. and Euronext N.V.

December 29, 2006.
    Pursuant to Section 19(b)(1) of the Securities Exchange Act of
1934, as amended, (``Act'' or ``Exchange Act'') \1\ and Rule 19b-4
thereunder,\2\ notice is hereby given that on December 29, 2006, the
New York Stock Exchange LLC (``NYSE'' or ``Exchange'') filed with the
Securities and Exchange Commission (``SEC'' or ``Commission'') the
proposed rule change as described in Items I, II, and III below, which
Items have been substantially prepared by the Exchange. The Commission
is publishing this notice to solicit comments on the proposed rule
change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(l).
    \2\ 17 CFR 240.19b-4.

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I. Self-Regulatory Organization's Statement of the Terms of Substance
of the Proposed Rule Change

    The Exchange, a New York limited liability company, registered
national securities exchange and self-regulatory organization is
submitting this rule filing (the ``Proposed Rule Change'') to the SEC
in connection with the proposed business combination (the
``Combination'') of NYSE Group, Inc., a Delaware corporation (``NYSE
Group''), with Euronext N.V., a company organized under the laws of The
Netherlands (``Euronext''). As a result of the Combination, the
businesses of NYSE Group (including that of the Exchange and NYSE Arca,
Inc., a Delaware corporation, registered national securities exchange
and self-regulatory organization (``NYSE Arca'')) and Euronext will be
held under a single, publicly traded holding company named NYSE
Euronext, a Delaware corporation (``NYSE Euronext''). Following the
Combination, each of NYSE Group and Euronext (or a successor Dutch
holding company) will be a separate subsidiary of NYSE Euronext, and
their respective businesses and assets will continue to be held as they
are currently held (subject to any post-closing reorganization of
Euronext). A core aspect of the structure of the Combination is
continued local regulation of the marketplaces. Accordingly, the
Combination is premised on the notion that companies listing their
securities only on markets operated by Euronext and its subsidiaries
will not become newly subject to U.S. laws (including, without
limitation, the Sarbanes-Oxley Act of 2002) or regulation by the SEC as
a result of the Combination, and that companies listing their
securities only on the Exchange or NYSE Arca, will not become newly
subject to European rules or regulation as a result of the Combination.
In addition, ``members'' and ``member organizations'' (each as defined
in the rules of the Exchange) of the Exchange, ``ETP holders'' and
``Authorized Traders'' (each as defined in the Rules of NYSE Arca
Equities) of NYSE Arca Equities, Inc. (``NYSE Arca Equities''), and
``OTP Firms'' and ``OTP Holders'' (each as defined in the Rules of NYSE
Arca) of NYSE Arca, in each case trading only on markets operated by
the Exchange or NYSE Arca will not become newly subject to European
rules or regulations as a result of the Combination, and members of the
markets operated by Euronext and its subsidiaries will not become newly
subject to U.S. laws or regulation by the SEC as a result of the
Combination. The Proposed Rule Change, if approved by the SEC, will not
be operative until the consummation of the Combination.
    Other than as described herein, NYSE Euronext will not be seeking
to make any changes to the regulated activities of NYSE Group and its
subsidiaries in connection with the Combination. If NYSE Euronext
determines to make any such changes, it will seek SEC approval to the
extent required.
    The Exchange proposes that the organizational documents of NYSE
Euronext, NYSE Group,\3\ the Exchange, NYSE Market, Inc. and NYSE
Regulation, Inc. be revised to reflect the Combination, and that such
organizational documents become operative upon consummation of the
Combination. In addition, the Exchange proposes various amendments to
its rules (as such rules may be in effect from time to time, the
``Exchange Rules'') to reflect the Combination.
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    \3\ Upon the consummation of the Combination, NYSE Group will be
merged with and into Jefferson Merger Sub, Inc. and the name of
Jefferson Merger Sub, Inc. will be changed to NYSE Group, Inc. The
changes to the NYSE Group organizational documents refer to changes
from the current NYSE Group organizational documents. Technically,
however, the Amended and Restated Certificate of Incorporation and
Amended and Restated Bylaws of NYSE Group that will be operative
upon the consummation of the Combination will be amended and
restated forms of the Certificate of Incorporation and Bylaws of
Jefferson Merger Sub, Inc.
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    The text of the Proposed Rule Change is available at the NYSE, the
Commission's Public Reference Room, and on the Exchange's Web site
(http://www.nyse.com). The text of Exhibits 5A through 5M of the

Proposed Rule Change are also available on the Exchange's Web site and
on the Commission's Web site (http://www.sec.gov/rules/sro.shtml).

II. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, the Exchange included statements
concerning the purpose of, and basis for, the proposed rule change. The
text of these statements may be examined at the places specified in
Item IV below. The Exchange has prepared summaries, set forth in
Sections A, B, and C below, of the most significant aspects of such
statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The Exchange, a New York limited liability company, registered
national securities exchange and self-regulatory organization, is
submitting this Proposed Rule Change to the SEC in connection with the
Combination of NYSE Group with Euronext. As a result of the
Combination, the businesses of NYSE Group (including that of the
Exchange and NYSE Arca and Euronext will be held under a single,
publicly traded holding company named NYSE Euronext. Following the
Combination, each of NYSE Group and Euronext (or a successor Dutch
holding company) will be a separate subsidiary of NYSE Euronext, and
their respective businesses and assets will continue to be held as they
are currently held (subject, in the case of Euronext, to any Post-
Closing Reorganization as described in the next paragraph below). Other
than as described herein, NYSE Euronext will not be seeking to make any
changes to the regulated activities of NYSE Group, Euronext or their
respective subsidiaries in connection with the Combination. If NYSE
Euronext determines to make any such changes to the regulated
activities of NYSE Group or its subsidiaries, it will seek approval of
the SEC to the extent required. If NYSE Euronext determines to make any
changes to the regulated activities of Euronext or its subsidiaries in
connection with the Combination, it will seek approval of the
applicable European Regulators (as defined below) to the extent
required. The Proposed Rule Change, if approved by the SEC, will not be
operative until the consummation of the Combination.
    The Combination will occur pursuant to the terms of the Combination
Agreement, dated as of June 1, 2006, as amended and restated as of
November 24, 2006 (as may be amended from time to time, the
``Combination Agreement''), by and among NYSE Group, Euronext, NYSE
Euronext and Jefferson Merger Sub, Inc., a Delaware corporation and
newly formed wholly owned subsidiary of NYSE Euronext (``Merger Sub'').
Subject to the terms and conditions set forth in the Combination
Agreement and in compliance with applicable law, NYSE Euronext will
commence an offer to acquire all of the outstanding ordinary shares of
Euronext for a combination of NYSE Euronext common stock and cash (the
``Exchange Offer''). Upon successful completion of the

Exchange Offer,\4\ NYSE Group will merge with Merger Sub (the
``Merger''), and the surviving entity will be a wholly owned subsidiary
of NYSE Euronext. NYSE Euronext intends, simultaneously with or as soon
as possible after the completion of the Merger and assuming approval by
the necessary vote of Euronext shareholders, to effect a corporate
reorganization of Euronext and/or its subsidiaries (the ``Post-Closing
Reorganization'') intended to result in Euronext becoming a wholly
owned subsidiary of NYSE Euronext. The Post-Closing Reorganization may
include, but is not limited to, a compulsory acquisition by NYSE
Euronext of the Euronext ordinary shares from any remaining minority
shareholder in accordance with Dutch law and the rules of the French
Financial Market Authority, a liquidation of Euronext, a merger of
Euronext, or a combination thereof.
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    \4\ The successful completion of the Exchange Offer shall
require that at least two-thirds of the outstanding Euronext
ordinary shares shall have been tendered in the Exchange Offer;
provided that, prior to filing the Exchange Offer with the French
Financial Market Authority (Autorit[eacute] des March[eacute]s
Financiers), NYSE Euronext shall have the right, after consultation
with Euronext, to reduce this minimum condition so that it is no
less than a majority of the outstanding Euronext ordinary shares.
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    The Euronext shareholders and the NYSE Group stockholders voted to
approve the Combination Agreement and the transactions contemplated by
the Combination Agreement (including the Combination) on December 19,
2006 and December 20, 2006, respectively. The prospectus used as part
of the shareholder circular in connection with obtaining the Euronext
shareholder approval, the proxy statement/prospectus used in connection
with obtaining the NYSE Group stockholder approval, and the prospectus
that will be used in connection with the Exchange Offer for U.S.
holders of Euronext ordinary shares has been filed with the SEC as part
of a registration statement of NYSE Euronext on Form S-4.\5\
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    \5\ See NYSE Euronext Registration Statement on Form S-4,
Registration No. 333-137506 (initially filed on September 21, 2006
and declared effective on November 27, 2006), as amended from time
to time (the ``Registration Statement'').
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    Other than certain modifications described herein, NYSE Group's
current corporate structure and governance and the Exchange's current
corporate structure, governance and self-regulatory independence and
separation will be preserved. Specifically, after the Combination, NYSE
Group's business and assets will continue to be structured as follows:
     The Exchange, which is registered as a national securities
exchange and is a self-regulatory organization, will remain a wholly
owned subsidiary of NYSE Group. As described in more detail below, the
organizational documents of NYSE Group will be amended to reflect that,
after the Combination, it will be an intermediate holding company.
     NYSE Market, Inc., a Delaware corporation (``NYSE
Market'') will remain a wholly owned subsidiary of the Exchange and
conduct the Exchange's business. NYSE Regulation, Inc., a New York Type
A not-for-profit corporation (``NYSE Regulation''), will remain a
wholly owned subsidiary of the Exchange, and continue to perform the
regulatory responsibilities for the Exchange pursuant to a delegation
agreement with the Exchange and many of the regulatory functions of
NYSE Arca pursuant to a services agreement with NYSE Arca. Each of NYSE
Euronext, NYSE Group, the Exchange and NYSE Market acknowledges that it
is responsible for referring possible rule violations to NYSE
Regulation. In addition, there will be an explicit agreement among NYSE
Euronext, NYSE Group, the Exchange, NYSE Market and NYSE Regulation to
provide adequate funding for NYSE Regulation, as is currently the case
among the NYSE Group entities. There will be no change to the current
manner of election or appointment of the directors and officers of the
Exchange, NYSE Market or NYSE Regulation as a result of the
Combination, except for (a) changes in certain organizational documents
of the Exchange, NYSE Market and NYSE Regulation to change certain
references to NYSE Group to NYSE Euronext, (b) a change to shorten the
time period for member organizations to vote for ``fair
representation'' candidates, (c) the addition of a requirement that a
majority of the directors of each of the boards of the Exchange, NYSE
Market and NYSE Regulation be U.S. Persons (defined below), (d) a
change from the requirement that the NYSE Market chief executive
officer be the NYSE Group chief executive officer to the requirement
that the NYSE Market chief executive officer be a U.S. Person (defined
below), as described herein, (e) the deletion of provisions in certain
organizational documents relating to the election or appointment of
directors during the transition period following the merger between New
York Stock Exchange, Inc. and Archipelago Holdings, Inc. in March 2006,
and (f) the addition of a requirement that if a vacancy is created on
the board of directors of the Exchange, NYSE Market or NYSE Regulation,
then the director chosen to fill such vacancy shall be a U.S. Person
(defined below). The Combination will have no effect on the ability of
any party to trade securities on NYSE Market.
     Archipelago Holdings, Inc., a Delaware corporation (``Arca
Holdings''), will remain a wholly owned subsidiary of NYSE Group. NYSE
Arca Holdings, Inc., a Delaware corporation (``NYSE Arca Holdings''),
and NYSE Arca L.L.C., a Delaware limited liability company (``NYSE Arca
LLC''), will remain wholly owned subsidiaries of Arca Holdings. NYSE
Arca will remain a wholly owned subsidiary of NYSE Arca Holdings and
NYSE Arca Equities, a Delaware corporation formerly known as PCX
Equities, Inc., will remain a wholly owned subsidiary of NYSE Arca.
NYSE Arca will continue to maintain its status as a registered national
securities exchange and self-regulatory organization. Arca Holdings'
businesses and assets will continue to be held by it and its
subsidiaries. As noted above, pursuant to a services agreement, NYSE
Regulation will perform many of the regulatory functions of NYSE Arca.
     There will be no change to the current manner of election
or appointment of the directors and officers of Arca Holdings, NYSE
Arca Holdings, NYSE Arca LLC, NYSE Arca or NYSE Arca Equities (or of
the Euronext exchanges) as a result of the Combination. The Combination
will have no effect on the ability of any party to trade securities on
NYSE Arca or NYSE Arca Equities.
    Similarly, Euronext and its subsidiaries will continue to operate
their business and operations in substantially the same manner as they
are conducted currently, with any changes subject to the approval of
the European Regulators to the extent required.
    A core aspect of the structure of the Combination is continued
local regulation of the marketplaces. Accordingly, the Combination is
premised on the notion that:
     NYSE Group and its subsidiaries will continue to be
regulated by the SEC (but will not be regulated by the European
Regulators unless NYSE Group and its subsidiaries engage in activities
in Europe within the jurisdiction of the European Regulators), and
Euronext and its subsidiaries will continue to be regulated by the
European Regulators (but will not be regulated by the SEC unless
Euronext and its subsidiaries engage in activities in the United States
within the jurisdiction of the SEC);

     Companies listing their securities only on markets
operated by Euronext and its subsidiaries will not become newly subject
to U.S. laws or regulation by the SEC as a result of the Combination,
and companies listing their securities only on the Exchange or NYSE
Arca, will not become newly subject to European rules or regulation as
a result of the Combination;
     The Combination will not cause companies that currently
trade only on a Euronext exchange and are not subject to the Sarbanes-
Oxley Act of 2002 (the ``Sarbanes-Oxley Act'') to become subject to the
Sarbanes-Oxley Act unless those companies decide to list their
securities on the Exchange, NYSE Arca or another U.S. securities
exchange or register the sale of their securities under the U.S.
Securities Act of 1933, as amended (the ``Securities Act'') or register
a class of securities under the Exchange Act \6\; and
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    \6\ A company is subject to the Sarbanes-Oxley Act only if (a)
its securities are registered under Section 12 of the Exchange Act,
(b) the company is required to file reports under Section 15(d) of
the Exchange Act or (c) files or has filed a registration statement
that has not yet become effective under the Securities Act, and such
registration statement has not been withdrawn. See Section 2(a)(7)
of the Sarbanes-Oxley Act.
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     ``Members'' and ``member organizations'' (each as defined
in the rules of the Exchange) of the Exchange, ``ETP Holders'' and
``Authorized Traders'' of NYSE Arca Equities (each as defined in the
Rules of NYSE Arca Equities), and ``OTP Firms'' and ``OTP Holders''
(each as defined in the Rules of NYSE Arca) of NYSE Arca trading only
on markets operated by the Exchange or NYSE Arca will not become newly
subject to European rules or regulations as a result of the
Combination, and members of the markets operated by Euronext and its
subsidiaries will not become newly subject to U.S. laws or regulation
by the SEC as a result of the Combination.
Purpose of the Combination
    The Combination will create a holding company, NYSE Euronext, under
which the businesses of the NYSE Group and Euronext will be held.\7\
The Exchange expects that, after the Combination, the combined company
will have much greater flexibility and ability to respond to global
competition. The combination of the businesses of the NYSE Group and
Euronext under a single holding company also has the advantage of
creating a diversified business model for the combined company. The
Combination will leverage the best of NYSE Group's and Euronext's
collective technology sourced in an efficient manner to realize
expected synergies of the Combination.
Corporate Structure
NYSE Euronext
    Following the Combination, NYSE Euronext will be a for-profit,
publicly traded stock corporation and will act as a holding company for
the businesses of the NYSE Group and Euronext. NYSE Euronext will hold
all of the equity interests in NYSE Group and its subsidiaries,
including the Exchange and NYSE Arca, and a majority (if not all) of
the equity interests in Euronext and its respective subsidiaries. NYSE
Euronext common stock will be listed on both the Exchange, trading in
U.S. dollars, and Euronext Paris, trading in euros. The NYSE Euronext
group's U.S. headquarters will be in New York, New York, and its
international headquarters will be in Paris, France and Amsterdam, The
Netherlands.
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    \7\ The Combination, however, will not result in an actual
combination of the various exchanges owned by NYSE Group and
Euronext.
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    NYSE Group owns two U.S. registered national securities exchanges:
The Exchange and NYSE Arca, providing marketplaces where investors buy
and sell listed companies' common stock and other securities as well as
equity options and securities traded on the basis of unlisted trading
privileges. NYSE Regulation regulates members and member organizations
of the Exchange and ETP Holders and Authorized Traders of NYSE Arca
Equities and OTP Firms and OTP Holders of NYSE Arca through the
enforcement of exchange rules and U.S. federal securities laws. NYSE
Regulation also reviews companies listed on the NYSE and NYSE Arca to
ascertain their compliance with financial and corporate governance
listing standards.
    Euronext owns a group of European exchanges, including trading
operations on regulated and non-regulated markets for cash products in
France, Belgium, The Netherlands, and Portugal and derivatives in the
United Kingdom and in the four above-mentioned locations. As a result,
the activities of the Euronext markets are or may be subject to the
jurisdiction and authority of a number of European regulators,
including the Dutch Minister of Finance, the French Minister of the
Economy, the French Financial Market Authority (Autorit[eacute] des
March[eacute]s Financiers), the Netherlands Authority for the Financial
Markets (Autoriteit Financiele Markten), the Belgian Banking, Finance,
and Insurance Commission (Commission Bancaire, Financi[egrave]re, et
des Assurances), the French Committee of Credit Establishments and
Investment Undertakings (Comit[eacute] des Etablissements de
Cr[eacute]dit et des Enterprises d'Investissement--CECEI), the
Portuguese Securities Market Commission (Comiss[atilde]o do Mercado de
Valores Mobili[aacute]rios--CMVM) and the U.K. Financial Services
Authority (FSA) (together with any other governmental securities
regulator in any European country where NYSE Euronext or any European
Market Subsidiary \8\ operates a European Regulated Market and in each
case only to the extent that it has authority and jurisdiction in the
particular context, the ``European Regulators'').
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    \8\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article VII, Section 7.3(D).
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NYSE Euronext Board of Directors
    It is currently contemplated that immediately after the
Combination, the NYSE Euronext board of directors will consist of 22
directors as follows:
     11 directors will be the directors of NYSE Group as of
immediately prior to the completion of the Combination (including the
chief executive officer and chairman of the board of NYSE Group);
     Nine directors will be members of the supervisory board of
Euronext \9\ as of immediately prior to the completion of the
Combination (including the chairman of the Euronext supervisory board);
provided that Euronext may substitute one or more such individuals from
the supervisory board with persons who are European Persons as long as
such newly designated person is reasonably acceptable to NYSE Group;
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    \9\ The supervisory board of a Dutch company is the functional
equivalent of a board of directors of a U.S. company, but is not
permitted to include members of management.
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     One director will be the chief executive officer of
Euronext as of immediately prior to the completion of the Combination;
and
     The remaining director will be Sylvain Hefes, who is a
European Person (as defined below) approved by both the NYSE Group
board of directors and the Euronext supervisory board.
    The size of the NYSE Euronext board of directors may be changed by
the NYSE Euronext board of directors pursuant to a resolution adopted
by two-thirds of the directors then in office or a vote of not less
than 80% of the votes entitled to be cast by the holders of the then-
outstanding shares of capital stock of NYSE Euronext entitled to vote
generally in the election of directors, voting together as a single
class.
    The proposed Amended and Restated NYSE Euronext Bylaws will provide
that the NYSE Euronext board of

directors may be composed of either: (1) An equal number of U.S.
Persons and European Persons or (2) the smallest possible majority of
U.S. Persons and the largest possible minority of European Persons.
Specifically, in any election of directors, the nominees whom shall be
elected to the NYSE Euronext board of directors shall be nominees who
receive the highest number of votes such that, immediately after such
election, (1) U.S. Persons as of such election shall constitute at
least half of, and no more than the smallest number of directors that
will constitute a majority of, the directors on the NYSE Euronext board
of directors and (2) European Persons as of such election shall
constitute the remainder of the directors on the NYSE Euronext board of
directors.\10\
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    \10\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article III, Section 3.2(A).
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    The initial NYSE Euronext board of directors will contain an equal
number of U.S. Persons and European Persons, and this parity will be
maintained unless the nominating and governance committee and the board
of directors of NYSE Euronext, both equally composed of U.S. Persons
and European Persons, decide otherwise or unless the Amended and
Restated NYSE Euronext bylaws are amended by a supermajority vote.
    For purposes of the proposed Amended and Restated NYSE Euronext
Bylaws:
     A ``European Person'' shall mean, as of the date of his or
her most recent election or appointment as a director, any person whose
domicile as of such date is and for the immediately preceding twenty-
four (24) months shall have been a country in Europe; \11\
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    \11\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article III, Section 3.2(A).
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     A ``U.S. Person'' shall mean, as of the date of his or her
most recent election or appointment as a director any person whose
domicile as of such date is and for the immediately preceding twenty-
four (24) months shall have been the United States; \12\ and
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    \12\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article III, Section 3.2(A).
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     ``Europe'' shall mean: (1) Any and all of the
jurisdictions in which Euronext or any of its subsidiaries operates a
European regulated market; (2) any member state of the European
Economic Area as of the Effective Time (as defined in the Combination
Agreement) and any state that becomes a member of the European Economic
Area after the Effective Time (as defined in the Combination
Agreement); and (3) Switzerland.\13\
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    \13\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article VII, Section 7.3(F).
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    The initial term of directors will end with the first annual
stockholders meeting to be held by NYSE Euronext, at which meeting the
existing directors of NYSE Euronext will be renominated as directors of
NYSE Euronext. Thereafter, the directors will serve one-year terms.
Nominees to the NYSE Euronext board of directors will be nominated by
the nominating and governance committee of the NYSE Euronext board of
directors, which committee shall be comprised of an equal number of
European Persons and U.S. Persons.
    The proposed Amended and Restated NYSE Euronext Bylaws will also
provide that either (1) the chairman of the board shall be a U.S.
Person and the chief executive officer shall be a European Person or
(2) the chairman of the board shall be a European Person and the chief
executive officer shall be a U.S. Person.\14\ Accordingly, the offices
of the chairman and chief executive officer of NYSE Euronext may not be
occupied simultaneously by the same person. The chief executive officer
and deputy chief executive officer may be, but are not required to be,
members of the board of directors of NYSE Euronext. A director may
serve for any number of terms, consecutive or otherwise. Directors need
not be stockholders of NYSE Euronext.
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    \14\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article III, Section 3.3.
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    Under Section 3.4 of the proposed Amended and Restated NYSE
Euronext Bylaws, all members of the NYSE Euronext board of directors
(other than the chief executive officer and deputy chief executive
officer of NYSE Euronext if they are members of the board of directors)
must satisfy the independence requirements set forth in NYSE Euronext's
director independence policy, as amended from time to time.\15\
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    \15\ The chief executive officer and deputy chief executive
officer, if they are members of the board of directors, will be
recused from any act of the board of directors, whether it is acting
as the board of directors or as a committee of the board, with
respect to any act of any board committee that is required to be
comprised solely of independent directors. See proposed Amended and
Restated NYSE Euronext Bylaws, Article III, Section 3.4. To clarify
and continue NYSE Group board's current practice of soliciting the
input of NYSE Group management for certain board and committee
matters, the Exchange proposes to use the word ``acts'' instead of
the word ``deliberations'' and ``acts'' instead of the word
``activities'' (each of which are currently used in the Amended and
Restated Bylaws of NYSE Group). This same clarification to board
practice will also be made to the current Bylaws of NYSE Market and
the current Amended and Restated Bylaws of NYSE Regulation.
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    The independence policy of the NYSE Euronext board of directors
will be substantially similar to the current SEC-approved independence
policy of the NYSE Group board of directors,\16\ except that:
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    \16\ See Securities Exchange Act Release No. 53382 (February 27,
2006), 71 FR 11251 (March 6, 2006).
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     The deputy chief executive officer, in addition to the
chief executive officer, may serve as a director of NYSE Euronext;
     With respect to broker-dealers that are not members of the
Exchange or NYSE Arca, the independence policy only applies to broker-
dealers registered under the Exchange Act or persons employed or
affiliated with such broker-dealers, including European affiliates (but
not purely non-U.S. broker-dealers);
     The independence policy does not per se prohibit executive
officers of Exchange-listed and NYSE Arca-listed companies that are
``foreign private issuers'' (as defined under Rule 3b-4 under the
Exchange Act) from serving as independent directors of NYSE Euronext;
and
     There will be a transition period so that the independence
requirements of the NYSE Euronext director independence policy will not
apply to the European Persons on the NYSE Euronext board of directors
until the annual meeting of NYSE Euronext stockholders in 2008.\17\
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    \17\ Unlike the members of the NYSE Group board of directors,
currently the Euronext supervisory board members are not subject to
an independence policy similar to the proposed independence policy
of NYSE Euronext. It is important that the former Euronext
Supervisory Board members be permitted to serve on the initial Board
of Directors of NYSE Euronext because of their depth of experience
with the Euronext markets. The transition period is designed to
allow for this. Any potential issues created by the transition
period are expected to be mitigated by the fact that, upon the
consummation of the Combination, half of anticipated the board of
directors of NYSE Euronext will be composed of former NYSE Group
directors, all of which qualify as independent under the NYSE Group
Independence Policy.
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    Specifically, under the director independence policy, each member
of the NYSE Euronext board of directors, other than the chief executive
officer and deputy chief executive officer of NYSE Euronext, will be
required to be independent from (1) NYSE Euronext and its subsidiaries
(including NYSE Group, Euronext and their respective subsidiaries), (2)
any members or member organizations of the Exchange, NYSE Arca, or NYSE
Arca Equities,\18\

(3) any non-member broker-dealer that is registered under the Exchange
Act and engages in business involving substantial direct contact with
securities customers, and (4) any issuer of securities listed on the
Exchange or NYSE Arca, unless such issuer is a ``foreign private
issuer'' as defined under Rule 3b-4 promulgated under the Exchange Act.
---------------------------------------------------------------------------

    \18\ This would include members, allied members (each as defined
in the Exchange Rules) and allied persons (as defined in the NYSE
Arca and NYSE Arca Equities Rules), member organizations of the
Exchange, OTP Firms and OTP Holders of NYSE Arca (each as defined in
the Exchange Rules and the rules of NYSE Arca, respectively, as may
be in effect from time to time) and ETP Holders of NYSE Arca
Equities (as defined in the rules of NYSE Arca Equities, as may be
in effect from time to time).
---------------------------------------------------------------------------

    In contrast to the current independence policy of NYSE Group, the
independence policy of NYSE Euronext will not provide as a categorical
matter that a person fails to be independent if he or she is an
executive officer of a foreign private issuer of securities listed on
the Exchange or NYSE Arca. The Exchange believes that this change is
important because NYSE Euronext will be a multinational company, with
European Persons comprising half of its initial directors, most of whom
will initially be former directors of Euronext. Euronext does not
prohibit executive officers of companies listed on Euronext exchanges
from serving as directors of Euronext because Euronext does not (and
NYSE Euronext will not) regulate these companies in the way that the
Exchange regulates its listed companies. The Exchange therefore
believes that a categorical requirement prohibiting all executive
officers of foreign private issuers listed on the NYSE on NYSE Arca
could preclude a large pool of otherwise highly qualified director
candidates from serving on the NYSE Euronext board of directors and is
not necessary.
    In addition, the director independence policy will contain a
transition period so that the independence requirements will not apply
to the European Persons on the NYSE Euronext board of directors until
the annual meeting of NYSE Euronext stockholders in 2008.
    Finally, in contrast to the current independence policy of NYSE
Group, the independence policy of NYSE Euronext will not provide as a
categorical matter that a person fails to be independent if he or she
is a director of an affiliate of a member organization (which includes
member organizations of New York Stock Exchange LLC (as defined in
paragraph (b) of Rule 2 of New York Stock Exchange LLC), OTP Firms of
NYSE Arca (as defined in Rules 1.1(r) of NYSE Arca) and ETP Holders of
NYSE Arca Equities, Inc. (as defined in Rule 1.1(n) of NYSE Arca
Equities, Inc.)). In addition, Rule 2B of the Exchange will be amended
to clarify that, if a director of an affiliate of a member organization
serves as a director of NYSE Euronext, this fact shall not cause such
member organization to be an affiliate of the Exchange, or an affiliate
of an affiliate of the Exchange.
    The independence policy of NYSE Euronext will require, however,
that (1) executive officers of foreign private issuers (including, for
the avoidance of doubt, companies whose securities are listed on a
Euronext exchange), (2) executive officers of NYSE Euronext, (3) any
European Person on the NYSE Euronext board of directors who would not
satisfy the independence requirements in the independence policy but
for the transition period, and (4) any director of an affiliate of a
member organization, taken together, shall constitute no more than a
minority of the total number of directors of NYSE Euronext. In
addition, none of (1) an executive officer of an issuer whose
securities are listed on the Exchange or NYSE Arca (regardless of
whether such issuer is a foreign private issuer), (2) a European Person
on the NYSE Euronext board of directors who would not satisfy the
independence requirements in the independence policy but for the
transition period, or (3) any director of an affiliate of a member
organization can qualify as an independent director of the Exchange,
NYSE Market or NYSE Regulation. Consequently, the Exchange believes
that the proposed changes, when taken together, do not present
significant concerns regarding the independence of the board of NYSE
Euronext.
    The Exchange proposes that each of the Amended and Restated
Operating Agreement of the Exchange, the Amended and Restated Bylaws of
NYSE Market and the Amended and Restated Bylaws of NYSE Regulation be
amended so that each reference to the independence policy or
requirements of NYSE Group shall be replaced with a reference to the
independence policy or requirements of NYSE Euronext.
Committees of NYSE Euronext Board of Directors
    After the Combination, the NYSE Euronext board of directors may
create one or more committees. It is expected that, upon completion of
the Combination, the NYSE Euronext board of directors will initially
have the following three standing committees: (1) An audit committee;
(2) a human resource and compensation committee; and (3) a nominating
and governance committee. These committees also will perform relevant
functions for NYSE Group, the Exchange, NYSE Market, NYSE Regulation,
Arca Holdings, NYSE Arca and NYSE Arca Equities, as well as other
subsidiaries of NYSE Euronext, except that the board of directors of
NYSE Regulation will continue to have its own compensation and
nominating and governance committees.
    Each of the audit committee, nominating and governance committee
and human resources and compensation committee of the NYSE Euronext
board of directors will consist solely of directors meeting the
independence requirements of NYSE Euronext. As a result, neither the
chief executive officer nor the deputy chief executive officer of NYSE
Euronext will be permitted to serve on any of these committees. The
NYSE Euronext board of directors will review and adopt a charter for
each of these committees annually. Immediately after the Combination,
the nominating and governance committee of NYSE Euronext will be
comprised of an equal number of persons who were directors of NYSE
Group and directors of Euronext, in each case as of immediately prior
to the Combination, and the Amended and Restated Bylaws of NYSE
Euronext will provide that the nominating and governance committee will
be comprised of an equal number of U.S. Persons and European Persons.
NYSE Euronext Management
    NYSE Euronext will also have a management committee. As of the
consummation of the Combination, the management committee will consist
of fourteen members, with an equal number of members designated by NYSE
Group and Euronext and will include the chief executive officer of NYSE
Group and the chief executive officer of Euronext, in each case as of
immediately prior to the Combination.
    The management committee will be primarily responsible for managing
the strategic and high-level business and affairs of NYSE Euronext,
subject to the oversight of the NYSE Euronext board of directors, and
except as discussed below in relation to NYSE Regulation. The only
members of the senior management team of NYSE Euronext who will also
serve as directors of NYSE Euronext are the chief executive officer and
deputy chief executive officer of NYSE Euronext. The chief executive
officer of NYSE Regulation will attend as appropriate meetings of the
board of directors of NYSE Euronext and each of NYSE Group, the
Exchange, NYSE Market, NYSE Arca L.L.C., NYSE Arca or NYSE Arca
Equities, and also will not be prohibited from meeting with management
of NYSE Euronext and each of NYSE Group, the Exchange, NYSE Market,
NYSE Arca L.L.C., NYSE

Arca or NYSE Arca Equities. However, he or she will not be an officer
or employee of any affiliated entity other than NYSE Regulation and
will report solely to the NYSE Regulation board of directors.
Voting and Ownership Limitations of NYSE Euronext Stock
    The proposed Amended and Restated NYSE Euronext Certificate of
Incorporation will place certain restrictions on the ability to vote
and own shares of common stock of NYSE Euronext. Under the proposed
Amended and Restated Certificate of Incorporation of NYSE Euronext, no
person (either alone or together with its related persons \19\) will be
entitled to vote or cause the voting of shares of stock of NYSE
Euronext beneficially owned by such person or its related persons, in
person or by proxy or through any voting agreement or other
arrangement, to the extent that such shares represent in the aggregate
more than 10% of the then outstanding votes entitled to be cast on such
matter, and no person (either alone or together with its related
persons) may acquire the ability to vote more than 10% of the then
outstanding votes entitled to be cast on any such matter by virtue of
agreements or arrangements entered into with other persons not to vote
shares of NYSE Euronext's outstanding capital stock. NYSE Euronext
shall disregard any such votes purported to be cast in excess of this
limitation.\20\
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    \19\ A ``related person'' means, with respect to any person, (i)
any ``affiliate'' of such person (as such term is defined in Rule
12b-2 under the Exchange Act); (ii) any other person(s) with which
such first person has any agreement, arrangement or understanding
(whether or not in writing) to act together for the purpose of
acquiring, voting, holding or disposing of shares of the stock of
NYSE Euronext; (iii) in the case of a person that is a company,
corporation or similar entity, any executive officer (as defined
under Rule 3b-7 under the Exchange Act) or director of such person
and, in the case of a person that is a partnership or a limited
liability company, any general partner, managing member or manager
of such person, as applicable; (iv) in the case of a person that is
a ``member organization'' (as defined in the Exchange Rules), any
``member'' (as defined in the Exchange Rules) that is associated
with such person (as determined using the definition of ``person
associated with a member'' as defined under Section 3(a)(21) of the
Exchange Act); (v) in the case of a person that is an OTP Firm, any
OTP Holder that is associated with such person (as determined using
the definition of ``person associated with a member'' as defined
under Section 3(a)(21) of the Exchange Act); (vi) in the case of a
person that is a natural person, any relative or spouse of such
natural person, or any relative of such spouse who has the same home
as such natural person or who is a director or officer of NYSE
Euronext or any of its parents or subsidiaries; (vii) in the case of
a person that is an executive officer (as defined under Rule 3b-7
under the Exchange Act), or a director of a company, corporation or
similar entity, such company, corporation, or entity, as applicable;
(viii) in the case of a person that is a general partner, managing
member or manager of a partnership or limited liability company,
such partnership or limited liability company, as applicable; (ix)
in the case of a person that is a ``member'' (as defined in the
Exchange Rules), the ``member organization'' (as defined in the
Exchange Rules) with which such person is associated (as determined
using the definition of ``person associated with a member'' as
defined under Section 3(a)(21) of the Exchange Act); and (x) in the
case of a person that is an OTP Holder, the OTP Firm with which such
person is associated (as determined using the definition of ``person
associated with a member'' as defined under Section 3(a)(21) of the
Exchange Act). See proposed Amended and Restated NYSE Euronext
Certificate of Incorporation, Article V, Section 1(L).
    \20\ See proposed Amended and Restated NYSE Euronext Certificate
of Incorporation, Article V, Section 1(A).
---------------------------------------------------------------------------

    In addition, under the proposed Amended and Restated NYSE Euronext
Certificate of Incorporation, no person (either alone or together with
its related persons) may at any time beneficially own shares of stock
of NYSE Euronext representing in the aggregate more than 20% of the
then outstanding votes entitled to be cast on any matter.\21\
---------------------------------------------------------------------------

    \21\ See proposed Amended and Restated NYSE Euronext Certificate
of Incorporation, Article V, Section 2(A).
---------------------------------------------------------------------------

    In the event that a person, either alone or together with its
related persons, beneficially owns shares of stock of NYSE Euronext in
excess of the 20% threshold, such person and its related persons will
be obligated to sell promptly, and NYSE Euronext will be obligated to
purchase promptly, at a price equal to the par value of such shares of
stock and to the extent that funds are legally available for such
purchase, that number of shares necessary to reduce the ownership level
of such person and its related persons to below the permitted
threshold, after taking into account that such repurchased shares will
become treasury shares and will no longer be deemed to be
outstanding.\22\
---------------------------------------------------------------------------

    \22\ See proposed Amended and Restated NYSE Euronext Certificate
of Incorporation, Article V, Section 2(D).
---------------------------------------------------------------------------

    The NYSE Euronext board of directors will have the right to waive
the provisions regarding voting and ownership limits applicable to any
person by a resolution expressly permitting this voting or ownership
(which resolution must be filed with and approved by the SEC under
Section 19 of the Exchange Act and filed with and approved by each
European Regulator having appropriate jurisdiction and authority),
subject to a determination by the NYSE Euronext board of directors that
the exercise of such voting rights (or the entering into of a voting
agreement) or ownership, as applicable:
     Will not impair the ability of any of the Exchange, NYSE
Market, NYSE Regulation, NYSE Arca L.L.C., NYSE Arca or NYSE Arca
Equities (each, a ``U.S. Regulated Subsidiary'' and together, the U.S.
Regulated Subsidiaries''), NYSE Euronext or NYSE Group (if and to the
extent that NYSE Group continues to exist as a separate entity) to
discharge their respective responsibilities under the Exchange Act and
the rules and regulations thereunder;
     Will not impair the ability of any of the European Market
Subsidiaries or NYSE Euronext or Euronext (if and to the extent that
Euronext continues to exist as a separate entity) to discharge their
respective responsibilities under the European Exchange Regulations;
\23\
---------------------------------------------------------------------------

    \23\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article VII, Section 7.3(B).
    ``European Exchange Regulations'' are defined as (1) laws
providing for the regulation of securities exchanges in France, the
Netherlands, Belgium, Portugal and the United Kingdom and (2)
following the formation or acquisition by Euronext of any European
Regulated Market not owned and operated by Euronext as of the
Effective Time (as defined in the Combination Agreement), laws
providing for the regulation of securities exchanges in the
jurisdiction in which such European Regulated Market operates;
provided that (a) the formation or acquisition of such European
Regulated Market shall have been approved by the Board of Directors
of NYSE Euronext and (b) the jurisdiction in which such European
Regulated Market operates is represented in the Euronext College of
Regulators.
    ``European Market Subsidiary'' (and collectively, the ``European
Market Subsidiaries'') shall mean any ``market operator'' (as
defined by the European Directive on Markets in Financial
Instruments 2004/39 EC) that is (1) owned by Euronext as of the
Effective Time (as defined in the Combination Agreement) and
continues to be owned directly or indirectly by NYSE Euronext; or
(2) acquired by Euronext after the Effective Time (as defined in the
Combination Agreement); provided that, in the case of clause (2),
the acquisition of such entity shall have been approved by the Board
of Directors of NYSE Euronext and the jurisdiction in which such
European Market Subsidiary operates is represented in the Euronext
College of Regulators.
    ``Euronext College of Regulators'' means (1) the Committee of
Chairmen of the French Financial Market Authority (Autorit[eacute]
des March[eacute]s Financiers), the Netherlands Authority for the
Financial Markets (Autoriteit Financiele Markten), the Belgian
Banking, Finance, and Insurance Commission (Commission Bancaire,
Financi[eacute]re, et des Assurances), the Portuguese Securities
Market Commission (Comiss[atilde]o do Mercado de Valores
Mobili[aacute]rios--CMVM), and the U.K. Financial Services Authority
(FSA), pursuant to the Memoranda of Understanding, dated March 3,
2003 and March 22, 2001, and (2) a successor body thereto created to
include a European Regulator that regulates a European Market
Subsidiary.
---------------------------------------------------------------------------

     Is otherwise in the best interest of NYSE Euronext, its
stockholders, the U.S. Regulated Subsidiaries and the European Market
Subsidiaries; and
     Will not impair the SEC's ability to enforce the Exchange
Act or the European Regulators' ability to enforce the European
Exchange Regulations.

    In making these determinations, the NYSE Euronext board of
directors may impose conditions and restrictions on the relevant
stockholder or its related persons that it deems necessary, appropriate
or desirable in furtherance of the objectives of the Exchange Act,
European Exchange Regulations and its governance. Any such waiver would
be tantamount to a proposed rule change subject to approval by the SEC,
and if applicable, the European Regulators. However, the NYSE Euronext
board of directors may not waive the voting and ownership limits above
the 20% threshold for any person if such person or its related persons
is:
     For so long as NYSE Euronext directly or indirectly
controls the Exchange or NYSE Market, a ``member'' or ``member
organization'' (as defined in Exchange Rules);
     For so long as NYSE Euronext directly or indirectly
controls NYSE Arca, NYSE Arca Equities or any facility of NYSE Arca, an
ETP Holder (as defined in the NYSE Arca Equities rules of NYSE Arca, as
such rules may be in effect from time to time) of NYSE Arca Equities or
an OTP Holder or an OTP Firm (each as defined in the rules of NYSE
Arca, as such rules may be in effect from time to time) of NYSE Arca;
or
     Subject to any statutory disqualification (as defined in
Section 3(a)(39) of the Exchange Act) (a ``U.S. Disqualified Person'')
or has been determined by a European Regulator to be in violation of
laws or regulations adopted in accordance with the European Directive
on Markets in Financial Instruments applicable to any European Market
Subsidiary requiring such person to act fairly, honestly and
professionally (a ``European Disqualified Person'').
    The proposed Amended and Restated NYSE Euronext Certificate of
Incorporation will also require any stockholder that the NYSE Euronext
board of directors reasonably believes to be subject to the voting or
ownership restrictions summarized above, and any person (either alone
or together with its related persons) that at any time beneficially
owns 5% or more of NYSE Euronext's outstanding capital stock (which
ownership has not been reported to NYSE Euronext), to provide to NYSE
Euronext, upon the request of the NYSE Euronext board of directors,
complete information as to all shares of stock of NYSE Euronext
beneficially owned by such person and its related persons, and any
other factual matters relating to the applicability or effect of the
voting and ownership limitations outlined above as may be reasonably
requested of such person and its related persons.\24\
---------------------------------------------------------------------------

    \24\ See proposed Amended and Restated NYSE Euronext Certificate
of Incorporation, Article V, Section 4.
---------------------------------------------------------------------------

Protection of Self-Regulatory Functions and Oversight
    The proposed Amended and Restated NYSE Euronext Bylaws will contain
several other provisions designed to protect the independence of the
self-regulatory function of the U.S. Regulated Subsidiaries and the
European Market Subsidiaries.
    The proposed Amended and Restated NYSE Euronext Bylaws require
that, in discharging his or her responsibilities as a member of the
board, each director of NYSE Euronext must, to the fullest extent
permitted by applicable law, take into consideration the effect that
NYSE Euronext's actions would have on the ability of the U.S. Regulated
Subsidiaries to carry out their responsibilities under the Exchange
Act, on the ability of the European Market Subsidiaries to carry out
their responsibilities under the European Exchange Regulations as
operators of European Regulated Markets, and on the ability of NYSE
Group, the U.S. Regulated Subsidiaries and NYSE Euronext to:
     Engage in conduct that fosters and does not interfere with
the ability of NYSE Group, the U.S. Regulated Subsidiaries and NYSE
Euronext to prevent fraudulent and manipulative acts and practices in
the securities markets;
     Promote just and equitable principles of trade in the
securities markets;
     Foster cooperation and coordination with persons engaged
in regulating, clearing, settling, processing information with respect
to, and facilitating transactions in securities;
     Remove impediments to and perfect the mechanisms of a free
and open market in securities and a U.S. national securities market
system; and
     In general, to protect investors and the public
interest.\25\
---------------------------------------------------------------------------

    \25\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article III, Section 3.15.
---------------------------------------------------------------------------

    Moreover, the proposed Amended and Restated NYSE Euronext Bylaws
provide that each director, officer, and employee of NYSE Euronext, in
discharging his or her responsibilities in such capacity, shall (1)
comply with the U.S. federal securities laws, the European Exchange
Regulations, and the respective rules and regulations thereunder; (2)
cooperate with the SEC and the European Regulators; and (3) cooperate
with the U.S. Regulated Subsidiaries and the European Market
Subsidiaries pursuant to, and to the extent of, their regulatory
authority.\26\
---------------------------------------------------------------------------

    \26\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article III, Section 3.15.
---------------------------------------------------------------------------

    The proposed Amended and Restated NYSE Euronext Bylaws provide
that, to the fullest extent permitted by applicable law, all
confidential information pertaining to (1) the self-regulatory function
of the Exchange, NYSE Market, NYSE Regulation, NYSE Arca and NYSE Arca
Equities (including but not limited to disciplinary matters, trading
data, trading practices and audit information) contained in the books
and records of any of the U.S. Regulated Subsidiaries, and (2) the
self-regulatory function of the European Market Subsidiaries under the
European Exchange Regulations as operator of a European Regulated
Market (including but not limited to disciplinary matters, trading
data, trading practices and audit information) contained in the books
and records of the European Market Subsidiaries, that shall come into
the possession of NYSE Euronext shall:
     Not be made available to any persons other than to those
officers, directors, employees and agents of NYSE Euronext that have a
reasonable need to know the contents thereof;
     Be retained in confidence by NYSE Euronext and its
officers, directors, employees and agents; and
     Not be used for any commercial purposes.\27\
---------------------------------------------------------------------------

    \27\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article VIII.
---------------------------------------------------------------------------

    Notwithstanding the foregoing, nothing in the Amended and Restated
NYSE Euronext Bylaws shall be interpreted so as to limit or impede:
     The rights of the European Regulators or any of the
European Market Subsidiaries to have access to and examine such
confidential information pursuant to European Exchange Regulations;
     The rights of the SEC or any of the U.S. Regulated
Subsidiaries to have access to and examine such confidential
information pursuant to the U.S. federal securities laws and the rules
and regulations thereunder; or
     The ability of any officers, directors, employees or
agents of NYSE Euronext to disclose such confidential information to
the SEC or the U.S. Regulated Subsidiaries or the European Regulators
or the European Market Subsidiaries.\28\
---------------------------------------------------------------------------

    \28\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article VIII.
---------------------------------------------------------------------------

    NYSE Euronext's books and records shall be subject at all times to
inspection and copying by (a) the SEC, (b) each of the European
Regulators, (c) any U.S.

Regulated Subsidiary and (d) any European Market Subsidiary; provided
that, (1) in the case of (c), such books and records are related to the
operation or administration of such U.S. Regulated Subsidiary or any
other U.S. Regulated Subsidiary over which such U.S. Regulated
Subsidiary has regulatory authority or oversight and (2) in the case of
(d), such books and records are related to the operation or
administration of such European Market Subsidiary or any European
Regulated Market over which such European Market Subsidiary has
regulatory authority or oversight. NYSE Euronext's books and records
related to U.S. Regulated Subsidiaries shall be maintained within the
United States, and NYSE Euronext's books and records related to
European Market Subsidiaries shall be maintained in the home
jurisdiction of one or more of the European Market Subsidiaries. The
proposed Amended and Restated NYSE Euronext Bylaws provide that, to the
extent that any of NYSE Euronext's books and records relate to both
U.S. Regulated Subsidiaries and European Market Subsidiaries (each such
book and record, an ``Overlapping Record''), NYSE Euronext shall be
entitled to maintain such books and records in either the United States
or the home jurisdiction of one or more of the European Market
Subsidiaries. To facilitate compliance with the requirements of Rule
17a-1(b) under the Exchange Act, NYSE Euronext shall maintain in the
United States originals or copies of Overlapping Records covered by
Rule 17a-1(b) promptly after creation of such Overlapping Records.
    The proposed Amended and Restated NYSE Euronext Bylaws provide
that, for so long as NYSE Euronext directly or indirectly controls any
U.S. Regulated Subsidiary, the books, records, premises, officers,
directors and employees of NYSE Euronext shall be deemed to be the
books, records, premises, officers, directors and employees of the U.S.
Regulated Subsidiaries for purposes of and subject to oversight
pursuant to the Exchange Act, and for so long as NYSE Euronext directly
or indirectly controls any European Market Subsidiary, the books,
records, premises, officers, directors and employees of NYSE Euronext
shall be deemed to be the books, records, premises, officers, directors
and employees of such European Market Subsidiaries for purposes of and
subject to oversight pursuant to the European Exchange Regulations.\29\
---------------------------------------------------------------------------

    \29\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article VIII.
---------------------------------------------------------------------------

    The proposed Amended and Restated NYSE Euronext Bylaws provide that
NYSE Euronext shall comply with the U.S. federal securities laws and
the rules and regulations thereunder, the European Exchange Regulations
and the rules and regulations thereunder and shall cooperate with the
SEC, the European Regulators, and the U.S. Regulated Subsidiaries
pursuant to and to the extent of their respective regulatory authority,
and shall take reasonable steps necessary to cause its agents to
cooperate, with the SEC and the European Regulators and, where
applicable, the U.S. Regulated Subsidiaries pursuant to their
regulatory authority.\30\
---------------------------------------------------------------------------

    \30\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article IX.
---------------------------------------------------------------------------

    The proposed Amended and Restated NYSE Euronext Bylaws also provide
that NYSE Euronext, its directors and officers, and those of its
employees whose principal place of business and residence is outside of
the United States shall be deemed to irrevocably submit to the
jurisdiction of the U.S. federal courts and the SEC for the purposes of
any suit, action or proceeding pursuant to the U.S. federal securities
laws, and the rules and regulations thereunder, commenced or initiated
by the SEC arising out of, or relating to, the activities of the U.S.
Regulated Subsidiaries (and shall be deemed to agree that NYSE Euronext
may serve as U.S. agent for purposes of service of process in such
suit, action or proceeding). Further, NYSE Euronext, as well as each
such director, officer or employee by virtue of acceptance of such
position, shall be deemed to waive, and agree not to assert by way of
motion, as a defense or otherwise in any such suit, action or
proceeding, any claims that it or they are not personally subject to
the jurisdiction of the SEC, that the suit, action or proceeding is an
inconvenient forum or that the venue of the suit, action or proceeding
is improper, or that the subject matter thereof may not be enforced in
or by such courts or agency.\31\
---------------------------------------------------------------------------

    \31\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article VII, Section 7.1.
---------------------------------------------------------------------------

    The proposed Amended and Restated NYSE Euronext Bylaws also provide
that NYSE Euronext, its directors, officers and employees shall be
deemed to irrevocably submit to the jurisdiction of the European
Regulators and to courts in the capital city of the country of each
such regulator for the purposes of any suit, action or proceeding
pursuant to the European Exchange Regulations and the rules and
regulations thereunder, commenced or initiated by the European
Regulators arising out of, or relating to, the activities of the
European Market Subsidiaries. Further, NYSE Euronext, as well as each
such director, officer or employee by virtue of acceptance of such
position, shall be deemed to waive, and agree not to assert by way of
motion, as a defense or otherwise in any such suit, action or
proceeding, any claims that it or they are not personally subject to
the jurisdiction of the European Regulators, that the suit, action or
proceeding is an inconvenient forum or that the venue of the suit,
action or proceeding is improper, or that the subject matter thereof
may not be enforced in or by such courts or regulators.\32\
---------------------------------------------------------------------------

    \32\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article VII, Section 7.2.
---------------------------------------------------------------------------

    The proposed Amended and Restated NYSE Euronext Certificate of
Incorporation and proposed Amended and Restated NYSE Euronext Bylaws
provide that:
     For so long as NYSE Euronext shall control, directly or
indirectly, any of the U.S. Regulated Subsidiaries, before any
amendment to or repeal of any provision of the Amended and Restated
NYSE Euronext Certificate of Incorporation or Amended and Restated NYSE
Euronext Bylaws shall be effective, such amendment or repeal shall be
submitted to the boards of directors of the Exchange, NYSE Market, NYSE
Regulation, NYSE Arca and NYSE Arca Equities, and if any or all of such
boards of directors determines that the amendment or repeal must be
filed with or filed with and approved by the SEC under Section 19 of
the Exchange Act before such amendment or repeal may be effectuated,
then such amendment or repeal shall not be effectuated until filed with
or filed with and approved by the SEC; \33\ and
---------------------------------------------------------------------------

    \33\ See proposed Amended and Restated NYSE Euronext Certificate
of Incorporation, Article X; proposed Amended and Restated NYSE
Euronext Bylaws, Section 10.10(C).
---------------------------------------------------------------------------

     For so long as NYSE Euronext shall control, directly or
indirectly, any European Market Subsidiary, before any amendment to or
repeal of any provision of the Amended and Restated NYSE Euronext
Certificate of Incorporation or Amended and Restated NYSE Euronext
Bylaws shall be effective, such amendment or repeal shall be submitted
to the boards of directors of the European Market Subsidiaries and, if
any or all of such boards of directors shall determine that such
amendment or repeal must be filed with, or filed with and approved by,
a European Regulator under European Exchange Regulations before such
amendment or repeal may be

effectuated, then such amendment or repeal shall not be effectuated
until filed with, or filed with and approved by, the relevant European
Regulator(s).
    In addition, the proposed Amended and Restated Bylaws of NYSE
Euronext provides that NYSE Euronext, its directors, officers and
employees shall give due regard to the preservation of the independence
of the self-regulatory function of the U.S. Regulated Subsidiaries (to
the extent of each U.S. Regulated Subsidiary's self-regulatory
function) and to obligations to investors and the general public and
shall not take any actions that would interfere with the effectuation
of any decisions by the board of directors or managers of the U.S.
Regulated Subsidiaries relating to their regulatory functions
(including enforcement and disciplinary matters) or that would
interfere with the ability of the U.S. Regulated Subsidiaries to carry
out their respective responsibilities under the Exchange Act.\34\
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    \34\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article IX, Section 9.4.
---------------------------------------------------------------------------

    Furthermore, the proposed Amended and Restated Bylaws of NYSE
Euronext provide that NYSE Euronext, its directors, officers and
employees shall give due regard to the preservation of the independence
of the self-regulatory function of the European Market Subsidiaries (to
the extent of each European Market Subsidiaries' self-regulatory
function) and to its obligations to investors and the general public,
and shall not take any actions that would interfere with the
effectuation of any decisions by the board of directors or managers of
the European Market Subsidiaries relating to their regulatory
responsibilities (including enforcement and disciplinary matters) or
that would interfere with the ability of the European Market
Subsidiaries to carry out their respective regulatory responsibilities
under the European Exchange Regulations.\35\
---------------------------------------------------------------------------

    \35\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article IX, Section 9.5.
---------------------------------------------------------------------------

    Under the proposed Amended and Restated NYSE Euronext Bylaws, NYSE
Euronext shall take reasonable steps necessary to cause its officers,
directors and employees, prior to accepting a position as an officer,
director or employee, as applicable, of NYSE Euronext to consent in
writing to the applicability to them of certain of these provisions
with respect to their activities related to any U.S. Regulated
Subsidiary.\36\
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    \36\ See proposed Amended and Restated NYSE Euronext Bylaws,
Article IX, Section 9.3.
---------------------------------------------------------------------------

    The proposed Amended and Restated NYSE Euronext Bylaws require the
affirmative vote of at least two-thirds of the directors then in office
for (a) the consummation of any Extraordinary Transaction (as defined
below), or (b) the execution by NYSE Euronext or any of its
subsidiaries of a definitive agreement providing for an Extraordinary
Transaction. An ``Extraordinary Transaction'' shall mean any of the
following: (i) The direct or indirect acquisition, sale or disposition
by NYSE Euronext or any of its subsidiaries of assets or equity
securities where the consideration received in respect of such assets
or equity securities has a fair market value, measured as of the date
of the execution of the definitive agreement providing for such
acquisition, sale or disposition (or, if no definitive agreement is
executed for such acquisition, sale or disposition, the date of the
consummation of such acquisition, sale or disposition), in excess of
30% of the aggregate equity market capitalization of NYSE Euronext as
of such date; (ii) a merger or consolidation of the NYSE Euronext or
any of its subsidiaries with any entity with an aggregate equity market
capitalization (or, if such entity's equity securities shall not be
traded on a national securities exchange, with a fair market value of
assets), measured as of the date of the execution of the definitive
agreement providing for such merger or consolidation (or, if no
definitive agreement is executed for such merger or consolidation, the
date of the consummation of such merger or consolidation), in excess of
30% of the aggregate equity market capitalization of NYSE Euronext as
of such date; or (iii) any direct or indirect acquisition by NYSE
Euronext or any of its subsidiaries of assets or equity securities of
an entity whose principal place of business is outside of the United
States and Europe, or any merger or consolidation of NYSE Euronext or
any of its subsidiaries with an entity whose principal place of
business is outside of the United States and Europe, pursuant to which
NYSE Euronext has agreed that one or more directors of the board of
directors of NYSE Euronext shall be a person who is neither a U.S.
Person nor a European Person as of the most recent election of
directors.\37\
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    \37\ See proposed Amended and Restated NYSE Euronext Bylaws,
Section 10.9. Section 10.9 also provides that none of the
transactions contemplated by the Combination Agreement, including
the Combination, shall constitute an Extraordinary Transaction.
---------------------------------------------------------------------------

    The NYSE Group does not currently, nor after the Combination will
it or NYSE Euronext, own or control any of the member organizations of
the Exchange. To the extent that a member organization is the owner of
NYSE Euronext common stock, the ownership limitations described above
are intended to deal with the issues that might otherwise be presented.
However, the Exchange understands that the SEC is also concerned about
potential unfair competition and conflicts of interest between a U.S.
exchange's self-regulatory obligations and its commercial interests
that could exist if such exchange were to become affiliated with one of
its members, as well as the potential for unfair competitive advantage
that the affiliated member could have by virtue of informational or
operational advantages, or the ability to receive preferential
treatment.\38\ The Exchange acknowledges that ownership of, or a
control relationship with, a member organization by NYSE Euronext or
any of its subsidiaries would necessitate that the foregoing concerns
be first addressed with, and to the satisfaction of, the SEC \39\ and/
or, as appropriate, the European Regulators.
---------------------------------------------------------------------------

    \38\ See Securities Exchange Act Release Nos. 52497 (September
22, 2005), 70 FR 56949 (September 29, 2005) (File No. SR-PCX-2005-
90) and 53382 (February 27, 2006), 71 FR 11251 (March 6, 2006) (File
No. SR-NYSE-2005-77).
    \39\ See proposed Exchange Rule 2(B). We note that the SEC has
specifically approved the ownership and operation of the outbound
router function of Archipelago Securities by Archipelago, subject to
the conditions specified in Securities Exchange Act Release No.
52497. See id.
---------------------------------------------------------------------------

Delaware Trust and Dutch Foundation
Generally
    NYSE Euronext will operate several regulated entities located in
the United States and in various jurisdictions in Europe. In connection
with obtaining regulatory approval of the Combination, NYSE Euronext
intends to implement certain special arrangements consisting of two
standby structures, one involving a Dutch foundation (stichting) and
one involving a Delaware trust. The Dutch foundation will be empowered
to take actions to mitigate the effects of any material adverse change
in U.S. law that has an ``extraterritorial'' impact on non-U.S. issuers
listed on Euronext markets, non-U.S. financial services firms that are
members of Euronext markets or holders of exchange licenses with
respect to the Euronext markets. The Delaware trust will be empowered
to take actions to mitigate the effects of any material adverse change
in European law that has an ``extraterritorial'' impact on the non-
European issuers listed on NYSE Group securities exchanges, non-
European financial services firms that are members of any NYSE Group
securities market or holders of exchange

licenses with respect to the NYSE Group securities exchanges.
Administration of the Dutch Foundation and of the Delaware Trust
    The Dutch foundation will be administered by a board of three
directors, and the Delaware trust will be administered by a board of
three trustees. Each director will be required to be of high repute and
to have experience and expertise in the securities industry, regulation
and/or corporate governance and satisfy the independence requirements
applicable to the board of directors of New York Stock Exchange LLC.
Terms of appointment for the directors of each of the foundation and
the trust will be three years for the first three terms with one-year
terms thereafter, with no limit on the total number of terms a director
may serve.
    The initial directors of the Delaware trust and the Dutch
foundation will be selected jointly by NYSE Group and Euronext prior to
the Combination, with successor members to be selected by the
nominating and governance committee of the NYSE Euronext board of
directors. Persons nominated by the nominating and governance committee
of the NYSE Euronext board of directors to serve on the board of the
Dutch foundation must be approved by the Chairs Committee of the
College of Euronext Regulators and must pass any ``fit and proper''
test under applicable European laws or regulations. Persons nominated
by the nominating and governance committee of the NYSE Euronext board
of directors to serve on the board of the Delaware trust must not be
unacceptable to the Staff of the SEC and must not be subject to any
statutory disqualification (as defined in Section 3(a)(39) of the
Exchange Act). Directors of the Dutch foundation and the Delaware trust
may only be removed for cause by the nominating and governance
committee of the NYSE Euronext board of directors; provided, however,
that NYSE Euronext shall provide prior written notice of such removal
to the College of Euronext Regulators (in the case of a foundation
director) and to the Director of the Division of Market Regulation of
the SEC (in the case of a trustee).
    Actions of the Dutch foundation and the Delaware trust will require
majority approval of the members of the relevant board of directors,
following reasonable consultation and good-faith cooperation with NYSE
Euronext. In:
     Determining whether a material adverse change of law (as
described below) has occurred or is continuing (including for purposes
of determining when a remedy must be unwound as described below);
     Deciding upon the exercise of the remedies as described
below; and
     In exercising its rights and powers during the pendency of
a material adverse change of law;

The duty of the Dutch foundation and its board of directors and the
Delaware trust and its trustees shall be to act in the public interests
of the markets operated by Euronext and NYSE Group, respectively, and
their respective subsidiaries if and only to the extent necessary to
avoid or eliminate a material adverse change of law. In all other
circumstances, the duty of the Dutch foundation and its board and the
Delaware trust and its trustees shall be to act in the best interests
of NYSE Euronext; in the event of any conflict between the duties of
the Dutch foundation and its board of directors and/or the Delaware
trust and its trustees to act in any of the circumstances referred to
in three bulleted items of the preceding sentence, on the one hand, and
the duties of the Dutch foundation and its board of directors and/or
the Delaware trust and its trustees in any other circumstances referred
to in the preceding sentence, on the other hand, the former shall
prevail.
Material Adverse Change in Law
    With respect to Euronext and the Dutch foundation, a material
adverse change in law means: (1) The enactment of a new U.S. law
(including the enactment of a new law that amends an existing law and
including the enactment or adoption of regulations implementing any
such new law or, if applicable, regulations amending or replacing
regulations implementing any such existing or new law) or (2) a change
of interpretation of any such existing or new laws or regulations by a
competent U.S. regulatory authority or a U.S. court of competent
jurisdiction pursuant to an order or judgment that is final, binding
and not subject to appeal, in each case having a material adverse
effect (including as may result from an increase in the regulatory
burden that may occur as a result of such law) on:
     A substantial proportion of the non-U.S. issuers listed on
a Euronext market or all of the non-U.S. issuers listed on a Euronext
market belonging to a single industry sector, in each case solely
because:
     The securities of such non-U.S. issuers are listed on such
Euronext market; and
     Such Euronext market is owned directly or indirectly by
NYSE Euronext (it being understood that if non-U.S. issuers can avoid
such material adverse effect by complying with Rule 12g3-2(b) under the
Exchange Act, in its form as of the date of the completion of the
Combination, or a provision not materially more burdensome, then such
U.S. laws shall not be deemed to have a material adverse effect on non-
U.S. issuers);
     A substantial proportion of the non-U.S. financial
services firms of any Euronext market solely because:
     Such non-U.S. financial services firms are members of such
Euronext market (and such firm is not a member of, and does not do
business on, a NYSE Group securities exchange or other U.S. market);
and
     Such Euronext market is owned directly or indirectly by
NYSE Euronext; or
     To the extent that the object of such new law is to
regulate the market operating rules, listing standards, or member
financial services firm rules for such firms that are not members of,
and do not do business on, a NYSE Group securities exchange or other
U.S. market, any holder of an exchange license for a Euronext market in
a manner that has a material adverse effect on such market solely
because:
     Such holder operates a Euronext market; and
     Such Euronext market is owned directly or indirectly by
NYSE Euronext.
    With respect to the Delaware trust and any NYSE Group securities
exchange, a material adverse change in law means: (1) The enactment of
a new European law (including the enactment of a new law that amends an
existing law and including the enactment or adoption of regulations
implementing any such new law or, if applicable, regulations amending
or replacing regulations implementing any such existing or new law) or
(2) a change of interpretation of any such existing or new laws or
regulations by a competent European regulatory authority or a European
court of competent jurisdiction pursuant to an order or judgment that
is final, binding and not subject to appeal, in each case having a
material adverse effect (including as may result from an increase in
the regulatory burden that may occur as a result of such law) on:
     A substantial proportion of the non-European issuers
listed on a NYSE Group securities exchange or all of the non-European
issuers listed on a NYSE Group securities exchange belonging to a
single industry sector, in each case solely because:
     The securities of such non-European issuers are listed on
such NYSE Group securities exchange; and

     Such NYSE Group securities exchange is owned directly or
indirectly by NYSE Euronext;
     A substantial proportion of the non-European financial
services firms of any NYSE Group securities exchange solely because:
     Such non-European financial services firms are members of
such NYSE Group securities exchange (and such firm is not a member of,
and does not do business on, a Euronext market or other European
securities market); and
     Such NYSE Group securities exchange is owned directly or
indirectly by NYSE Euronext; or
     To the extent the object of such law is to regulate the
market operating rules, listing standards, or member financial services
firm rules for such firms that are not members of, and do not do
business on, a Euronext market or other regulated market within Europe,
such NYSE Group securities exchange in a manner that has a material
adverse effect on such NYSE Group securities exchange solely because:
     Such entity is a NYSE Group securities exchange; and
     Such NYSE Group securities exchange is owned directly or
indirectly by NYSE Euronext.
    However, in either case, a material adverse change of law shall not
be deemed to have occurred with respect to any U.S. or European law, as
applicable, if such law is not (and for so long as it is not)
effective, enforceable or applicable by reason of any permanent or
temporary injunction, order or other administrative relief, or that is
not self-effectuating in the absence of implementing regulations that
have not yet been adopted.
    For purposes of determining whether a material adverse change of
law has occurred:
     A ``non-U.S. issuer'' is any legal entity (1) incorporated
or established in a jurisdiction outside of the United States that has
securities listed on a Euronext market; (2) that does not have any
securities listed on any U.S. securities exchange and is not otherwise
required to be have any of its securities registered under the Exchange
Act; and (3) that has not offered (within the meaning of the Securities
Act) any securities to the public in the United States or filed a
registration statement with the SEC under the Securities Act;
     A ``non-U.S. financial services firm'' is any legal entity
(1) incorporated or established in a jurisdiction outside of the United
States that is a member of a Euronext market and is not a member of any
market, securities exchange or securities association in the United
States; (2) that is not required to be registered under the Exchange
Act; (3) that does not have any securities listed on any U.S.
securities exchange and is not otherwise required to have any of its
securities registered under the Exchange Act; (4) that has not offered
(within the meaning of the Securities Act) any securities in the United
States and has not filed a registration statement with the SEC under
the Securities Act; (5) that does not engage in business in the United
States; and (6) that is not a member of the National Association of
Securities Dealers;
     A ``non-European issuer'' is any legal entity (1)
incorporated or established in a jurisdiction outside of Europe that
has securities listed on a NYSE Group securities exchange; (2) that
does not have any securities listed on a regulated market in Europe
and, to the extent that the concept of securities registration exists
under any European exchange regulation, is not otherwise required to
have any of its securities registered under such European exchange
regulation; and (3) that has not offered any securities in Europe or,
to the extent that the concept of securities registration exists under
any European exchange regulation, filed a registration statement to
register shares with European regulators under any European exchange
regulation;
     A ``non-European financial services firm'' is any legal
entity (1) incorporated or established in a jurisdiction outside of
Europe that is a member of a NYSE Group securities exchange and is not
a member of any regulated market in Europe; (2) that is not required to
be registered under any European exchange regulation (to the extent
that the concept of registration exists under any European exchange
regulation); (3) does not have any securities listed on any regulated
market in Europe and, to the extent that the concept of securities
registration exists under any European exchange regulation, is not
otherwise required to have any of its securities registered under such
European exchange regulation; and (4) that has not offered (within the
meaning of the European exchange regulations) any securities in any
jurisdiction in Europe and, to the extent that the concept of
securities registration exists under any European exchange regulation,
has not filed a registration statement with any European regulator
under European exchange regulation; and
     ``Europe'' means (1) any and all of the jurisdictions in
which Euronext or any of its subsidiaries operates a European regulated
market; (2) any member state of the European Economic Area as of the
effective time of the Combination and any state that becomes a member
of the European Economic Area after the effective time of the
Combination; and (3) Switzerland (with ``European'' having a
correlative meaning).

Remedies of the Dutch Foundation and Delaware Trust

    If a material adverse change in law occurs with respect to a
Euronext market or a NYSE Group securities exchange (the ``affected
subsidiary'') and shall continue after the cure periods specified
below, the board of trustees of the Delaware trust (in the case where
the affected subsidiary is a NYSE Group securities exchange) or the
board of directors of the Dutch foundation (in the case where the
affected subsidiary operates a Euronext market), as applicable, may
exercise the following remedies following prior notice to, and, if
required under then applicable laws, prior approval by, the European
regulators having jurisdiction over Euronext or its regulated
subsidiaries or the SEC, as applicable:
     After a cure period of six months, the delivery of
confidential or public and non-binding or binding advice to NYSE Group
(in the case where the affected subsidiary is a NYSE Group securities
exchange) or Euronext (in the case where the affected subsidiary
operates a Euronext market) and NYSE Euronext with respect to the
affected subsidiary relating to decisions regarding (1) changes to the
rules of the relevant securities exchange or market, (2) decisions to
enter into (or not enter into) or alter the terms of listing agreements
of the relevant securities exchange or market, (3) decisions to enter
into (or not enter into) or alter the terms of contractual arrangements
with any non-European or non-U.S., respectively, financial services
firms in relation to the U.S. or European market, respectively, (4)
changes in information and communications technologies for the relevant
markets or securities exchanges, (5) changes in clearing and settlement
for the relevant market or securities exchanges, as applicable and (6)
in the case of the Dutch foundation, decisions to eliminate or impair
the existence or continuation of a European market ((1) through (6),
together the ``Assumed Matters'');
     After a cure period of six months, the assumption of
management responsibilities of NYSE Group (in the case where the
affected subsidiary is a NYSE Group securities exchange) or Euronext
(in the case where the affected subsidiary operates a Euronext market)
or its affected subsidiary with respect to some or all of the Assumed
Matters;

     After a cure period of six months, the exercise of a call
option over priority shares issued by NYSE Group (in the case where the
affected subsidiary operates a NYSE Group securities exchange) or
Euronext (in the case where the affected subsidiary operates a Euronext
market) or its affected subsidiary, which priority shares will carry no
or a limited economic right or interest and the right to vote on, make
proposals with respect to and impose consent requirements to approve
actions in relation to, the Assumed Matters; and
     After a cure period of nine months, the exercise of a call
option over the common stock or voting securities of NYSE Group (in the
case where the affected subsidiary is a NYSE Group securities exchange)
or the ordinary shares or voting securities of Euronext (in the case
where the affected subsidiary operates a Euronext market) or its
affected subsidiary, in each case, with such common stock, ordinary
shares or voting securities being the minimum number necessary, in the
reasonable opinion of the trustees of the Delaware trust or the board
of directors of the Dutch foundation, as the case may be, to cause all
affected subsidiaries to cease to be subject to a material adverse
change of law.
    Furthermore, subject to any required approval by the European
regulators having jurisdiction over Euronext or its regulated
subsidiaries or the SEC (as applicable), the Dutch foundation or the
Delaware trust shall be entitled to give confidential non-binding
advice to NYSE Euronext at any time before the end of the above-
mentioned cure period and NYSE Euronext shall be entitled, in its sole
discretion, to implement any remedy at any time before the end of such
cure period.
    Any of the above remedies may be imposed only if and to the extent
that such remedy (1) causes all affected subsidiaries to cease to be
subject to a material adverse change of U.S. law or European law, as
the case may be; and (2) is the remedy available that causes the least
intrusion on the conduct of the business and operations of NYSE
Euronext and Euronext or NYSE Group, as the case may be, and their
respective subsidiaries, including the affected subsidiaries, by their
respective governing bodies. In determining whether a remedy satisfies
the condition in clause (2) of the prior sentence:
     Negative control by the Dutch foundation or Delaware
trust, as the case may be, shall be preferred over affirmative control
by the Dutch foundation or Delaware trust;
     Authority of the Dutch foundation or Delaware trust, as
the case may be, shall be asserted over the fewest and most narrow
decisions of NYSE Euronext and its subsidiaries; and
     A remedy covering fewer entities and subsidiary entities
shall be preferred over a remedy covering more entities and parent
entities;
     The call option over the priority shares shall be viewed
as a remedy of last resort among the remedies that are available after
the six-month cure period; and
     The call option over the common stock, ordinary shares and
voting securities shall be viewed as a remedy of last resort among all
remedies.
    In addition, prior to the exercise of a call option, the board of
directors of the Dutch foundation or the board of trustees of the
Delaware trust, as applicable, must first:
     Determine that no other remedy can cause all of the
affected subsidiaries to cease to be subject to a material adverse
change of law;
     Consult with the NYSE Euronext board of directors; and
     In the case of a material adverse change in law with
respect to a Euronext market, consult with the Euronext supervisory and
managing boards and the applicable European regulators with authority
over the affected exchange to consider the solutions available to
address the situation that has arisen and would trigger the right of
the Dutch foundation to exercise the remedies described above, taking
into account any possible adverse consequences for NYSE Euronext or
Euronext in terms of taxation or accounting treatment; and
     In the case of a material adverse change in law with
respect to a NYSE Group securities exchange, consult with the NYSE
Group board of directors and the SEC to consider the solutions
available to address the situation that has arisen and would trigger
the right of the Delaware trust to exercise of the remedies described
above, taking into account any possible adverse consequences for NYSE
Euronext or NYSE Group in terms of taxation or accounting treatment;

in each case, acting in the best interest of NYSE Euronext.
    In the event a call option is exercised, the Dutch foundation or
the Delaware trust, as applicable, will issue to NYSE Euronext
certificates representing the economic rights of any shares acquired
pursuant to such option exercise.
Unwinding of Remedies
    If and when any of the conditions of a material adverse change of
law cease, any and all remedies shall be immediately unwound.
    Additionally, NYSE Euronext shall have the right, at any time and
regardless of whether a change of law continues to be a material
adverse change of law, to request and cause the unwinding of any remedy
for the purpose of and to the extent necessary to effect a divesture or
spin-off of all or part of its interest in NYSE Group or NYSE Euronext,
as applicable, or any subsidiary of NYSE Euronext operating an exchange
that is affected by a material adverse change of law, as the case may
be.
Consequences of the Exercise of Remedies
    The exercise of the remedies may trigger a total or partial loss by
NYSE Euronext of operating control over some of its regulated markets
or securities exchanges. For example, if the Dutch foundation were to
deliver binding advice with respect to an affected subsidiary of
Euronext, or were to assume management responsibilities with respect to
the affected subsidiary, NYSE Euronext and its management may lose
control of key decisions regarding the operation of such affected
subsidiary. In addition, the Dutch foundation or the Delaware trust may
require that NYSE Euronext transfer control over a substantial portion
of its business and assets to the direction of the foundation or trust.
Automatic Suspension and Repeal of Certain Provisions in the NYSE
Euronext Organizational Documents
    Immediately following the exercise of a call option over a
substantial portion of Euronext's business (a ``Euronext call
option''), and for so long as the Dutch foundation shall continue to
hold any priority shares or ordinary shares of Euronext, or the voting
securities of one or subsidiaries of Euronext that, taken together,
represent a substantial portion of Euronext's business, then the
following provisions of the proposed Amended and Restated NYSE Euronext
Bylaws shall be suspended:
     The requirement that European Persons are represented in a
certain proportion on the NYSE Euronext board of directors and the
nominating and governance committee of the NYSE Euronext board of
directors;
     The requirement of supermajority board or shareholder
approval for certain extraordinary transactions;
     The provisions granting jurisdiction to European
regulators over certain actions of NYSE Euronext and the NYSE Euronext
board of directors; and
     References to European regulators, European market
subsidiaries and European disqualified persons

appearing in the NYSE Euronext bylaws.
    In addition, if:
     After a period of six months following the exercise of a
Euronext call option, the Dutch foundation shall continue to hold any
ordinary shares of Euronext or of one or more subsidiaries of Euronext
that, taken together, represent a substantial portion of Euronext's
business;
     After a period of six months following the exercise of a
Euronext call option, the Dutch foundation shall continue to hold any
priority shares of Euronext or priority shares or similar voting
securities of one or more subsidiaries of Euronext that, taken
together, represent a substantial portion of Euronext's business
(provided that, in this case, the NYSE Euronext board of directors has
approved of such revocation); or
     At any time, NYSE Euronext no longer holds a direct or
indirect controlling interest in Euronext or in one or more
subsidiaries of Euronext that, taken together, represent a substantial
portion of Euronext's business;

then, the following provisions shall be revoked:

     The provisions of the proposed Amended and Restated NYSE
Euronext Bylaws noted above that were subject to suspension;
     The references in the proposed Amended and Restated NYSE
Euronext Certificate of Incorporation and Bylaws to European
regulators, European exchange regulations, European market
subsidiaries, European regulated markets, Europe and European
disqualified persons;
     The provisions in the proposed Amended and Restated NYSE
Euronext Certificate of Incorporation and Bylaws requiring that
amendments to such certificate of incorporation or bylaws be submitted
to the European market subsidiaries and, if applicable, filed with and
approved by a European regulator; and
     The provisions in the proposed Amended and Restated NYSE
Euronext Bylaws requiring approval of either two-thirds or more of the
NYSE Euronext directors or 80% of the votes entitled to be cast by the
holders of the then-outstanding shares of capital stock of NYSE
Euronext entitled to vote generally in the election of directors to
amend certain bylaw provisions.
    In addition, any officer or director of NYSE Euronext who is a
European Person shall resign or be removed from his or her office.
Transfer of Foundation and Trust Property
    In no event shall the Dutch foundation or the Delaware trust sell,
transfer, convey, assign, dispose, pledge (or agree to sell, transfer,
convey, assign, dispose or pledge) any property of the foundation or
trust, respectively, except pursuant to (1) the unwinding of the
remedies (as described above) or (2) in circumstances permitted by the
goveranance and option agreement (in the case of the Dutch foundation)
or the trust agreement (in the case of the Delaware trust), pursuant to
written instructions from NYSE Euronext approved by the board of
directors of NYSE Euronext. In addition to the foregoing, any transfer,
conveyance, assignment, disposition or pledge by the Trust or any
Trustee of any equity interest in, or all or substantially all of the
assets of, the Exchange, NYSE Market, Inc., NYSE Regulation, Inc., NYSE
Arca, L.L.C., NYSE Arca or NYSE Arca Equities, Inc. (other than any
such transfer or disposition to NYSE Euronext or its subsidiaries
pursuant to the unwinding of remedies) shall not be effected until
filed with the SEC under Section 19 of the Exchange Act.
Submission to Jurisdiction
    The proposed trust agreement for the Delaware trust provides that
the Delaware trust, the trustees and the officers and employees of the
Delaware trust whose principal place of business and residence is
outside of the United States shall be deemed to irrevocably submit to
the jurisdiction of the U.S. federal courts and the SEC for the
purposes of any suit, action or proceeding pursuant to the U.S. federal
securities laws and the rules and regulations thereunder, commenced or
initiated by the SEC arising out of, or relating to, the activities of
the U.S. Regulated Subsidiaries (and shall be deemed to agree that the
Delaware trust may serve as the U.S. agent for purposes of service of
process in such suit, action or proceeding). Further, the Delaware
trust and each such trustee, officer or employee of the Delaware trust,
by virtue of his or her acceptance of any such position, shall be
deemed to waive, and agree not to assert by way of motion, as a defense
or otherwise in any such suit, action or proceeding, any claims that it
or they are not personally subject to the jurisdiction of the SEC, that
such suit, action or proceeding is an inconvenient forum or that the
venue of such suit, action or proceeding is improper, or that the venue
of such suit, action or proceeding is improper, or that the subject
matter thereof may not be enforced in or by such courts or agency.
    The governance and option agreement for the Dutch foundation will
provide that the Dutch foundation, its directors, officers and
employees shall be deemed to irrevocably submit to the jurisdiction of
the European Regulators and to courts in the capital city of the
country of each such regulator for the purposes of any suit, action or
proceeding pursuant to the European Exchange Regulations and the rules
and regulations thereunder, commenced or initiated by the European
Regulators arising out of, or relating to, the activities of the
European Market Subsidiaries. Further, the Trust, as well as each such
director, officer or employee by virtue of acceptance of such position,
shall be deemed to waive, and agree not to assert by way of motion, as
a defense or otherwise in any such suit, action or proceeding, any
claims that it or they are not personally subject to the jurisdiction
of the European Regulators, that the suit, action or proceeding is an
inconvenient forum or that the venue of the suit, action or proceeding
is improper, or that the subject matter thereof may not be enforced in
or by such courts or regulators.
Other Duties
    In discharging his or her responsibilities as a trustee of the
Delaware trust, the trustees shall (a) comply with the U.S. federal
securities laws and the rules and regulations thereunder, (b) cooperate
with the SEC and (c) cooperate with the U.S. Regulated Subsidiaries
pursuant to, and to the extent of, their regulatory authority.
    In addition, the Delaware trust shall comply with the U.S. federal
securities laws and the rules and regulations thereunder and shall
cooperate with the SEC and the U.S. Regulated Subsidiaries pursuant to
and to the extent of their respective regulatory authority, and shall
take reasonable steps necessary to cause its agents to cooperate, with
the SEC and, where applicable, the U.S. Regulated Subsidiaries pursuant
to their regulatory authority.
Initiatives by the Board of Trustees of the Delaware Trust and the
Board of Directors of the Foundation
    The board of the trustees of the Delaware trust shall be entitled
to, and the SEC shall be entitled to request the board of trustees of
the Delaware trust to, provide advice to and consult with NYSE
Euronext, NYSE Group, the SEC and any other relevant persons or bodies
regarding European Advocacy Actions (as defined below), and the
Delaware

trust and the board of trustees of the Delaware Trust shall be entitled
to take European Advocacy Actions, to prevent a new European law or
legislative proposal from becoming a material adverse change of
European law, both before and after the enactment of the relevant new
European law or proposal. ``European Advocacy Actions'' shall consist
of one or more of the following: articles, opinion letters,
advertising, press releases and lobbying efforts (including those
directed at any European legislative or executive body, any European
Regulator or other European governmental authority or those directed at
the general public).
    The board of directors of the Dutch foundation shall be entitled
to, and the European Regulators shall be entitled to request the board
of directors of the Dutch foundation to, provide advice to and consult
with NYSE Euronext, Euronext, the European Regulators and any other
relevant persons or bodies regarding U.S. Advocacy Actions (as defined
below), and the Dutch foundation and the board of directors of the
Dutch foundation shall be entitled to take U.S. Advocacy Actions, to
prevent a new U.S. law or legislative proposal from becoming a material
adverse change of U.S. law, both before and after the enactment of the
relevant new U.S. law or proposal. ``U.S. Advocacy Actions'' shall
consist of one or more of the following: articles, opinion letters,
advertising, press releases and lobbying efforts (including those
directed at any U.S. legislative or executive body, the SEC, or other
U.S. governmental authority or those directed at the general public).
Duration of the Dutch Foundation and Term of the Delaware Trust
    With respect to the Dutch foundation, the arrangements described
above will be memorialized in a governance and option agreement
between, among others, NYSE Euronext, Euronext and the foundation and
the articles of incorporation of the foundation. The initial term of
the governance and option agreement and the Delaware trust will be ten
years from the date of the completion of the Combination, renewable for
successive one-year terms at the request of board of the foundation or
the Euronext College of Regulators, in the case of the Dutch
foundation, or the board of trustees of the trust or the Chairman of
the SEC, in the case of the Delaware trust; provided, however, that any
extension that would cause the term of the governance and option
agreement or the Delaware trust to continue past the 20th anniversary
of the date of the completion of the Combination shall require the
prior written consent of NYSE Euronext. Notwithstanding anything to the
contrary, NYSE Euronext shall be obligated to provide its consent to
continue the term of the governance and option agreement and the
Delaware trust, and the governance and option agreement and the trust
agreement and the rights, powers and remedies set forth therein shall
remain in full force unless and until terminated, amended or novated by
the parties thereto with the prior written approval of the Euronext
College of Regulators (in the case of the governance and option
agreement) and the SEC (in the case of the Delaware trust). If NYSE
Euronext does not provide its prior written consent to the extension of
the term of the governance and option agreement or the Delaware trust,
NYSE Euronext must provide written notice to the Euronext College of
Regulators (in the case of the governance and option agreement) and the
Chairman of the SEC (in the case of the Delaware trust) at least one
year prior to the scheduled expiration of the agreement or trust, and
following a request of the Euronext College of Regulators or the
Chairman of the SEC, respectively, NYSE Euronext and Euronext or NYSE
Group, as the case may be, will review and discuss the possibility of
renewing the governance and option agreement or the Delaware trust, as
applicable, or adopting alternatives based on the then existing facts
and circumstances.
NYSE Group Waiver of Ownership and Voting Limitations
    The Amended and Restated Certificate of Incorporation of NYSE Group
was approved by the SEC on February 27, 2006 in connection with the
business combination of the New York Stock Exchange, Inc. and Arca
Holdings.\40\ In order to ensure that the ownership of NYSE Group by
the public will not unduly interfere with or restrict the ability of
the SEC or the Exchange to effectively carry out their regulatory
oversight responsibilities under the Exchange Act and generally to
enable the Exchange to operate in a manner that complies with the U.S.
federal securities laws, including furthering the objectives of Section
6(b)(5) of the Exchange Act, the Amended and Restated Certificate of
Incorporation of NYSE Group imposes certain ownership and voting
limitations with respect to the stock of NYSE Group (the ``NYSE Group
ownership limitations'' and the ``NYSE Group voting limitations'').
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    \40\ See Securities Exchange Act Release No. 53382 (February 27,
2006), 71 FR 11251 (March 6, 2005).
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    NYSE Group Ownership Limitation. The Amended and Restated
Certificate of Incorporation of NYSE Group provides that no person,
alone or together with its related persons,\41\ may own beneficially
shares of NYSE Group stock representing in the aggregate more than 20%
of the then outstanding votes entitled to be cast on any matter. The
NYSE Group ownership limitation will apply unless and until (1) such
person delivers to the board of directors of NYSE Group a notice in
writing regarding its intention to acquire shares of NYSE Group stock
that would cause such person, either alone or with its related persons,
to own beneficially shares of stock of NYSE Group in excess of the NYSE
Group ownership limitation, at least 45 days (or such shorter period as
the board of directors of NYSE Group expressly consents to) prior to
the intended acquisition, and (2) such person receives prior approval
by the board of directors of NYSE Group and the SEC to exceed the NYSE
Group ownership limitation, either alone or together with its related
persons. Specifically, (1) the board of directors of NYSE Group must
adopt a resolution approving such person (either alone or together with
its related persons) to exceed the NYSE Group ownership limitation, (2)
the resolution must be filed with the SEC under Section 19(b) of the
Exchange Act and (3) such proposed rule change must be approved by the
SEC and become effective thereunder.
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    \41\ ``Related persons'' has the same meaning as set forth in
footnote 19, supra.
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    Subject to its fiduciary obligations under the Delaware General
Corporation Law, as amended (``DGCL''), before adopting any such
resolution, the board of directors of NYSE Group must first determine
that: (1) Such acquisition of beneficial ownership by such person,
either alone or with its related persons, would not impair any of the
U.S. Regulated Subsidiaries' ability to discharge their respective
responsibilities under the Exchange Act and the rules and regulations
thereunder and is otherwise in the best interests of NYSE Group, its
stockholders and the U.S. Regulated Subsidiaries; (2) such acquisition
of beneficial ownership by such person, either alone or with its
related persons, will not impair the SEC's ability to enforce the
Exchange Act; \42\ (3) such

person and its related persons are not subject to any statutory
disqualification (as defined in Section 3(a)(39) of the Exchange Act);
(4) for so long as NYSE Group directly or indirectly controls NYSE Arca
(formerly known as Pacific Exchange, Inc.) and NYSE Arca Equities
(formerly known as PCX Equities, Inc.) or any facility of NYSE Arca,
neither such person nor its related persons is an ETP Holder of NYSE
Arca Equities or an OTP Holder or OTP Firm of NYSE Arca; and (5) for so
long as NYSE Group directly or indirectly controls the Exchange or NYSE
Market, neither such person nor its related persons is a member or
member organization.
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    \42\ In making such determinations, the board of directors of
NYSE Group may impose any conditions and restrictions on such person
and its related persons owning any shares of stock of NYSE Group
entitled to vote on any matter as the board of directors of NYSE
Group in its sole discretion deems necessary, appropriate or
desirable in furtherance of the objectives of the Exchange Act and
the governance of NYSE Group.
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    NYSE Group Voting Limitation. The NYSE Group Amended and Restated
Certificate of Incorporation also provides that no person, either alone
or with its related persons, shall be entitled to (1) vote or cause the
voting of shares of NYSE Group stock to the extent such shares
represent in the aggregate more than 10% of the then outstanding votes
entitled to be cast on any matter or (2) acquire the ability to vote
more than 10% of the then outstanding votes entitled to be cast on any
matter by virtue of agreements entered into with other persons not to
vote their shares of NYSE Group's outstanding capital stock. The NYSE
Group voting limitation, as described in clauses (1) and (2) above,
shall apply unless and until (1) a person delivers to the board of
directors of NYSE Group a notice in writing regarding such person's
intention to vote shares of NYSE Group stock that would cause such
person, either alone or together with its related persons, to violate
the NYSE Group voting limitation, at least 45 days (or such shorter
period as the board of directors of NYSE Group expressly consents to)
prior to the intended vote and (2) such person, either alone or with
its related persons, receives prior approval from the board of
directors of NYSE Group and the SEC to exceed the NYSE Group voting
limitation. Specifically, (1) the board of directors of NYSE Group must
adopt a resolution approving such person and its related persons to
exceed the NYSE Group voting limitation, (2) the resolution must be
filed with the SEC under Section 19(b) of the Exchange Act and (3) such
proposed rule change must be approved by the SEC and become effective
thereunder.
    Subject to its fiduciary obligations under DGCL, before adopting
any such resolution, the board of directors of NYSE Group must first
determine that: (1) The exercise of such voting rights or the entering
into of such agreement, plan or arrangement, as applicable, by such
person, either alone or with its related persons, would not impair the
ability of either NYSE Group or any of the U.S. Regulated Subsidiaries
to discharge their respective responsibilities under the Exchange Act
and the rules and regulations thereunder and is otherwise in the best
interests of NYSE Group, its stockholders and the U.S. Regulated
Subsidiaries; (2) the exercise of such voting rights or the entering
into of such agreement, plan or arrangement would not impair the SEC's
ability to enforce the Exchange Act; and (3) in case of a resolution to
approve the exercise of voting rights in excess of 20% of the then
outstanding votes entitled to be cast on such matter or the entering
into of an agreement, plan or arrangement that would result in the
ability to possess the right to vote or cause the voting of shares of
stock of NYSE Group that would exceed 20% of the then outstanding votes
entitled to be cast on such matter (a) such person and its related
persons are not subject to any statutory disqualification (as defined
in Section 3(a)(39) of the Exchange Act), (b) for so long as NYSE Group
directly or indirectly controls NYSE Arca and NYSE Arca Equities or any
facility of NYSE Arca, neither such person nor its related persons is
an ETP Holder of NYSE Arca Equities or an OTP Holder or OTP Firm of
NYSE Arca and (c) for so long as NYSE Group directly or indirectly
controls the Exchange or NYSE Market, neither such person nor its
related persons is a member or member organization. In making such
determinations, the board of directors of NYSE Group may impose any
conditions and restrictions on such person and its related persons
owning any shares of NYSE Group stock entitled to vote on any matter as
the board of directors of NYSE Group in its sole discretion deems
necessary, appropriate or desirable in furtherance of the objectives of
the Exchange Act and the governance of NYSE Group.
    Resolutions of the NYSE Group Board of Directors. In order to allow
NYSE Euronext to wholly own and vote all of NYSE Group stock upon
consummation of the Combination, on August 3, 2006, NYSE Euronext
delivered a written notice to the board of directors of NYSE Group
pursuant to the procedures set forth in the Amended and Restated
Certificate of Incorporation of NYSE Group requesting approval of its
ownership and voting of NYSE Group stock in excess of the NYSE Group
ownership limitation and NYSE Group voting limitation.
    Among other things, in the notice, NYSE Euronext represented to the
board of directors of NYSE Group that neither it, nor any of its
related persons, are (1) ETP Holders of NYSE Arca Equities, OTP Holders
or OTP Firms of NYSE Arca, (2) members or member organizations of the
Exchange, or (3) subject to any statutory disqualification (as defined
in Section 3(a)(39) of the Exchange Act).
    At a meeting duly convened on August 3, 2006, the board of
directors of NYSE Group adopted a resolution approving NYSE Euronext's
request that it be permitted, either alone or with its related persons,
to exceed the NYSE Group ownership limitation and the NYSE Group voting
limitation. In adopting such resolution, the board of directors of NYSE
Group determined that: (1) the acquisition of beneficial ownership of
100% of the outstanding shares of NYSE Group common stock and the
exercise of voting rights with respect to 100% of the outstanding
shares of NYSE Group common stock by NYSE Euronext, either alone or
with its related persons, would not impair the ability of NYSE Group or
any of the U.S. Regulated Subsidiaries to discharge their respective
responsibilities under the Exchange Act and the rules and regulations
thereunder and is otherwise in the best interests of NYSE Group, its
stockholders and the U.S. Regulated Subsidiaries; (2) such acquisition
of beneficial ownership and exercise of voting rights of NYSE Group
common stock by NYSE Euronext, either alone or with its related
persons, would not impair the SEC's ability to enforce the Exchange
Act; (3) neither NYSE Euronext nor any of its related persons is
subject to any statutory disqualification (as defined in Section
3(a)(39) of the Exchange Act); and (4) neither NYSE Euronext nor any of
its related persons is an ETP Holder of NYSE Arca Equities, OTP Holder
or OTP Firm of NYSE Arca or member or member organization of the
Exchange.
    The NYSE Group board of directors also approved the submission of
this proposed rule change to the SEC. An extract with the relevant
resolutions is attached as Exhibit 5K to the Proposed Rule Change and
can be found on the Exchange's Web site and the SEC's Web site.
    Request for Approval. The Exchange hereby requests that the SEC
allow NYSE Euronext to wholly own and vote all of the outstanding
common stock of NYSE Group, either alone or with its related persons,
except for any related person of NYSE Euronext which is an

ETP Holder of NYSE Arca Equities, OTP Holder or OTP Firm of NYSE Arca,
or member or member organization of the Exchange, upon the consummation
of the Combination.
Regulation
    A core aspect of the structure of the Combination is local
regulation of the marketplace and, therefore, that securities exchanges
of NYSE Group and Euronext will continue to be regulated in the same
manner as they are currently regulated. Accordingly, the Combination is
premised on the notion that:
     NYSE Group and its subsidiaries will continue to be
regulated by the SEC (but will not be regulated by the European
Regulators unless NYSE Group and its subsidiaries engage in activities
in Europe within the jurisdiction of the European Regulators), and
Euronext and its subsidiaries will continue to be regulated by the
European Regulators (but will not be regulated by the SEC unless
Euronext and its subsidiaries engage in activities in the United States
within the jurisdiction of the SEC);
     Companies listing their securities only on markets
operated by Euronext and its subsidiaries will not become newly subject
to U.S. laws or regulation by the SEC as a result of the Combination,
and companies listing their securities only on the Exchange or NYSE
Arca, will not become newly subject to European rules or regulation as
a result of the Combination;
     The Combination will not cause companies that currently
trade only on a Euronext exchange and are not subject to the Sarbanes-
Oxley Act to become subject to the Sarbanes-Oxley Act unless those
companies decide to list their securities on the Exchange, NYSE Arca or
another U.S. securities exchange or register the sale of their
securities under the Securities Act; and
     Members and member organizations of the Exchange, ETP
Holders and Authorized Traders of NYSE Arca Equities, and OTP Firms and
OTP Holders of NYSE Arca trading only on markets operated by the
Exchange or NYSE Arca will not become newly subject to European rules
or regulations as a result of the Combination, and members of the
markets operated by Euronext and its subsidiaries will not become newly
subject to U.S. laws or regulation by the SEC as a result of the
Combination.
Listing of NYSE Euronext Common Stock on the Exchange
Initial Listing
    NYSE Euronext intends to list its shares of common stock for
trading on the Exchange, as well as on Euronext Paris. Pursuant to Rule
497, any security of NYSE Euronext and its affiliates shall not be
approved for listing on the Exchange unless NYSE Regulation finds that
such securities satisfy the Exchange's rules for listing, and such
finding is approved by the NYSE Regulation board of directors.
Continued Listing and Trading on the Exchange
    NYSE Regulation will be responsible for all Exchange listing-
compliance decisions with respect to NYSE Euronext as an issuer. NYSE
Regulation will prepare a quarterly report, as described in Rule
497(c)(1), summarizing its monitoring of NYSE Euronext common stock's
compliance with such listing standards. This report will be provided to
the NYSE Regulation board of directors and a copy will be forwarded
promptly to the SEC. Once a year, an independent accounting firm will
review NYSE Euronext's compliance with the Exchange's listing standards
and a copy of its report will be forwarded promptly to the SEC. If NYSE
Regulation determines that NYSE Euronext common stock is not in
compliance with any applicable listing standard of the Exchange, NYSE
Regulation shall notify NYSE Euronext promptly and request a plan for
compliance. Within five business days of providing such notice to NYSE
Euronext, NYSE Regulation shall file a report with the SEC identifying
the date on which NYSE Euronext common stock was not in compliance with
the listing standard at issue and any other material information
conveyed to NYSE Euronext in the notice of non-compliance. Within five
business days of receiving a plan of compliance from the issuer, NYSE
Regulation will notify the SEC of such receipt, whether the plan was
accepted by NYSE Regulation or what other action was taken with respect
to the plan, and the time period provided to regain compliance with the
Exchange's listing standard, if any.
Organizational Documents of NYSE Group, the Exchange, NYSE Market and
NYSE Regulation
    Pursuant to the Combination, NYSE Group will merge with a wholly
owned subsidiary of NYSE Euronext and the surviving corporation will be
a wholly owned subsidiary of NYSE Euronext. Following the merger, the
organizational documents of the surviving corporation (which shall be