NASDAQ OMX / ICE Superior Proposal

to Acquire NYSE Euronext

Key Investor Considerations

April 26, 2011

Filed by The NASDAQ OMX Group, Inc.

(Commission File No. 000-32651)

Pursuant to Rule 425 under the

Securities Act of 1933, as amended

Subject Company:

NYSE Euronext

(Commission File No. 001-33392)

2

Disclaimer

Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. NASDAQ OMX and ICE caution readers that any forward-looking information is not

a guarantee of future performance and that actual results could differ materially from those contained in the forward-looking information. Such forward-looking statements include, but are not limited to (i) projections

about future financial results, growth, trading volumes, tax benefits and achievement of synergy targets, (ii) statements about the implementation dates and benefits of certain strategic initiatives, (iii) statements about

integrations of recent acquisitions, and (iv) other statements that are not historical facts. Forward-looking statements involve a number of risks, uncertainties or other factors beyond NASDAQ OMX’s and ICE’s

control. These factors include, but are not limited to, NASDAQ OMX’s and ICE’s ability to implement its strategic initiatives, economic, political and market conditions and fluctuations, government and industry

regulation, interest rate risk, U.S. and global competition, and other factors detailed in each of NASDAQ OMX’s and ICE’s filings with the U.S. Securities Exchange Commission (the “SEC”), including (i) NASDAQ

OMX’s annual reports on Form 10-K and quarterly reports on Form 10-Q that are available on NASDAQ OMX’s website at http://nasdaqomx.com and (ii) ICE’s annual reports on Form 10-K and quarterly reports on

Form 10-Q that are available on ICE’s website at http://theice.com. NASDAQ OMX’s and ICE’s filings are also available on the SEC website at www.sec.gov. Risks and uncertainties relating to the proposed

transaction include: NASDAQ OMX, ICE and NYSE Euronext will not enter into any definitive agreement with respect to the proposed transaction; required regulatory approvals and financing commitments will not

be obtained on satisfactory terms and in a timely manner, if at all; the proposed transaction will not be consummated; the anticipated benefits of the proposed transaction will not be realized; and the integration of

NYSE Euronext’s operations with those of NASDAQ OMX or ICE will be materially delayed or will be more costly or difficult than expected.  NASDAQ OMX and ICE undertake no obligation to publicly update

any forward-looking statement, whether as a result of new information, future events or otherwise.

Subject to future developments, additional documents regarding the transaction may be filed with the SEC.  This material is not a substitute for the joint proxy statement/prospectus or any other documents NASDAQ

OMX, ICE and NYSE Euronext would file with the SEC.  Such documents, however, are not currently available.  INVESTORS ARE URGED TO CAREFULLY READ THE PROXY STATEMENT/PROSPECTU

REGARDING THE PROPOSED TRANSACTION AND ANY OTHER DOCUMENTS NASDAQ OMX, ICE AND NYSE EURONEXT WOULD FILE WITH THE SEC, IF AND WHEN THEY BECOME

AVAILABLE, BECAUSE SUCH DOCUMENTS WILL CONTAIN IMPORTANT INFORMATION.  Investors will be able to obtain a free copy of the joint proxy statement/prospectus, if and when such document

becomes available, and other relevant documents filed by NYSE Euronext, ICE and/or NASDAQ OMX, without charge, at the SEC’s website (http://www.sec.gov). Copies of the final proxy statement/prospectus, if

and when such document becomes available may be obtained, without charge, by directing a request to NASDAQ OMX at One Liberty Plaza, New York, New York 10006, Attention: Investor Relations, in the case

of NASDAQ OMX’s filings, or ICE, at 2100 RiverEdge Parkway, Suite 500, Atlanta, Georgia, 30328, Attention: Investor Relations; or by emailing a request to ir@theice.com, in the case of ICE’s filings.

This communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation or sale would be

unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the

U.S. Securities Act of 1933, as amended.

In addition to disclosing results determined in accordance with GAAP, NASDAQ OMX and ICE also disclose certain non-GAAP and pro forma non-GAAP results of operations, including net income, diluted

earnings per share, operating expenses, and operating income that make certain adjustments or exclude certain charges and gains that are described in the reconciliation disclosure of GAAP to non-GAAP and pro

forma non-GAAP information provided in a relevant footnote in this document.  Management of each company believes that this non-GAAP and pro forma non-GAAP information provides investors with additional

information to assess NASDAQ OMX's and ICE’s operating performance by making certain adjustments or excluding costs or gains and assists investors in comparing our operating performance to prior periods.

Management of each company uses this non-GAAP and pro forma non-GAAP information, along with GAAP information, in evaluating its historical operating performance. The non-GAAP information is not

prepared in accordance with GAAP and may not be comparable to non-GAAP information used by other companies. The non-GAAP information should not be viewed as a substitute for, or superior to, other data

prepared in accordance with GAAP.

NASDAQ OMX, ICE, and their respective directors, executive officers and other employees may be deemed to be participants in the solicitation of proxies in respect of the proposed transaction. 

You can find information about NASDAQ OMX and NASDAQ OMX’s directors and executive officers in NASDAQ OMX’s Annual Report on Form 10-K, filed with the SEC on February 24, 2011, and in

NASDAQ OMX’s proxy statement for its 2011 annual meeting of stockholders, filed with the SEC on April 15, 2011.

You can find information about ICE and ICE’s directors and executive officers in ICE’s Annual Report on Form 10-K, filed with the SEC on February 9, 2011, and in ICE’s proxy statement for its 2011 annual

meeting of stockholders, filed with the SEC on April 1, 2011.

Additional information about the interests of potential participants will be included in the joint prospectus/proxy statement, if and when it becomes available, and the other relevant documents filed with the SEC.

Forward-Looking

Statements

Important Information About the Proposed Transaction and Where to Find It:

Non-GAAP Information

Participants in the Solicitation:

Website Disclosure

We

intend

to

use

each

of

our

websites,

www.nasdaqomx.com

and

www.theice.com

as

a

means

for

disclosing

material

non-public

information

and

for

complying

with

SEC

Regulation

FD

and

other

disclosure

obligations.

These

disclosures will be included on our website under “Investor Relations –

Events and Presentations.”

3

Key Stockholders Issues

A Superior Proposal is available to stockholders, reflecting a 14% premium or $1.4 billion of additional value (as of

4/25/2011)

The

actions

of

the

NYSE

Euronext

Board

hide

behind

Delaware

case

law,

rather

than

align

with

the

interests

of

its

stockholders

Antitrust risks exist in both transactions, though only NASDAQ OMX and ICE included a reverse break-up fee.  For

the NYSE Euronext / Deutsche Börse (DB) transaction, NYSE Euronext stockholders are still required to vote before

antitrust approvals or conditions are determined

HSR

review

of

NASDAQ

OMX

and

ICE

proposal

is

underway

and

NASDAQ

has

received

and

is

responding

to

a

Second Request for information in connection with NASDAQ OMX’s filing

The Deutsche Börse agreement allows for discussions and due diligence to occur in the event NYSE Euronext

receives a proposal that may possibly be determined to be superior, yet NYSE Euronext refuses to engage with

NASDAQ OMX / ICE

The strategy for the lower-value combination with Deutsche Börse has not been articulated or differentiated from the

current

strategy,

which

has

underperformed

–

3-year

EPS

CAGR

of

(8)%

for

NYSE

Euronext

and

(6)%

for

Deutsche

Börse

(1)

The

strategy

of

the

NASDAQ

OMX/ICE

proposal

is

to

create

two

strong

pure

play

exchanges

which

will

be

operated

by

management

teams

who

have

consistently

delivered

industry

leading

results

–

3-year

EPS

CAGR

of

+10%

for

NASDAQ OMX and +17% for ICE

(1)

NASDAQ OMX and ICE stand ready to meet with the NYSE Euronext Board to discuss the proposal and begin due

diligence in an expedient manner with appropriate safeguards to protect competitively sensitive information, and work

toward a superior  outcome for NYSE Euronext stockholders

Our proposal offers substantially greater short and long-term value. Meeting to discuss

our

superior

proposal

presents

no

downside

risk

and

only

upside

for

stockholders

(1) For FY2007 to FY2010.

4

NASDAQ OMX / ICE Proposal vs. Deutsche Börse Proposal

Comparison of Key Financial Metrics

NASDAQ OMX / ICE

NASDAQ OMX / ICE

Deutsche Börse / NYSE Euronext

Deutsche Börse / NYSE Euronext

FINANCIAL PERFORMANCE

PRICE PERFORMANCE

(4/25/11)

TRANSACTION

PREMIUM (4/25/11)

TRANSACTION SYNERGIES

$740mm

$533mm (recently revised to $728mm)

DB Offer (%):

DB Offer ($):

Unaffected NYX Price (2/8/11):

14%

$5.14 / Share

28%

Unaffected NYX Price (2/8/11):

13%

ICE

NASDAQ

DB

NYSE

’07A –

’10A CAGR:

Revenue

EPS

26%

17%

23%

10%

(1)%

(6)%

(2)%

(8)%

’07A –

’10A CAGR:

Revenue

EPS

ICE

NASDAQ

DB

NYSE

CAGR Since IPO

(1)

Mkt Cap Growth Since 1/1/07

33%

43%

20%

39%

12%

(25)%

(12)%

(43)%

CAGR Since IPO

(1)

Mkt Cap Growth Since 1/1/07

RECENT ACQUISITION

IMPAIRMENT CHARGES

ICE

NASDAQ

DB

NYSE

–

–

$1.2bn

$1.6bn

2008 –

2010:

2008 –

2010:

PRO FORMA NYSE

INVESTMENT PROFILE

(2)

61%

39%

Derivatives (ICE)

Cash Equities (NDAQ)

Derivatives

Cash Equities & Other

37%

63%

PRO FORMA DERIVATIVES

BUSINESS MIX

(2010 VOLUMES)

(3)

BREAKUP FEES

€250mm

$350mm

Breakup Fee

Antitrust Reverse Breakup Fee

Breakup Fee

Antitrust Reverse Breakup Fee

€250mm

–

(1) NASDAQ OMX performance based on 2/11/05 offering price of $9.00; NYSE Euronext performance based on 5/10/06 offering price of $61.50 to unaffected share price of $33.41 as of February 8, 2011.

(2) ICE / NASDAQ OMX  figures based on equity consideration mix.  Deutsche Börse / NYSE Euronext figures based on pro forma business mix using 2010 net revenues.

(3) Excludes ICE OTC CDS volumes and Bclear volumes.

5

Retain local management and governance

Respond strategically to evolving market dynamics

×

Entrench current management teams

Comparison of Strategies

TECHNOLOGY

EXCHANGE

CONSOLIDATION

BRANDING

Focus on markets and businesses that leverage

management’s expertise

Expand geographically into complementary markets

with clear product, distribution and customer benefits

Leverage a single, best-in-class technology platform

across regions and products to drive efficiencies and

lower cost structures

Disciplined approach to acquisitions

Focused on creating shareholder value

Concentrate on integration and delivering synergies to

drive additional value

×

Bigger is better

×

Support and operate multiple platforms

×

Increase scale through acquisitions regardless of

impact on shareholder value

EXCHANGE MODEL

Pure play exchange model

Efficient, low cost operations with superior technology

Rapid product innovation for customers and markets

×

Conglomerate approach

×

“Supermarket”

exchange model

NASDAQ OMX / ICE vs. Deutsche Börse / NYSE Euronext

GLOBAL FOOTPRINT

NASDAQ NYSE EURONEXT

Retain local brand names and market presence

×

Unknown

PRODUCT / ASSET

CLASS EXPANSION

Deep, end-to-end coverage within respective markets

Promote innovation in new markets and products such

as OTC and clearing

Focus on diversity of products and lines of business

×

Concentrated product offering

MANAGEMENT /

GOVERNANCE

PRO FORMA

DERIVATIVES BUSINESS

MIX (2010 VOLUMES)

Balanced exposure to all derivatives product families

×

Focused on interest rates and equity options

NASDAQ OMX / ICE

NASDAQ OMX / ICE

Deutsche Börse / NYSE Euronext

Deutsche Börse / NYSE Euronext

6

A Strategically Superior Offer

NASDAQ OMX / ICE

NASDAQ OMX / ICE

Deutsche Börse / NYSE Euronext

Deutsche Börse / NYSE Euronext

GLOBAL GROWTH

PROSPECTS

MANAGEMENT TRACK

RECORD

MARKET EFFICIENCIES

Creates two entrepreneurial global exchanges that

will remain highly nimble to better capitalize on

international growth opportunities

Creates a leading global, end-to-end derivatives

franchise with a more diverse product set spanning

energy, commodities, interest rates, credit and foreign

exchange products

Proven ability to successfully integrate businesses

Consistently meet or exceed synergy targets on or

ahead of schedule

Top performers in the industry, delivering double-digit

revenue and earnings growth in the last three years

Facilitates deeper liquidity pools, greater market stability,

better price discovery and greater transparency in the U.S.

equity markets

Strengthens European equity markets by creating a new,

truly pan-European equity trading platform

Will maintain a competitive European derivatives market

run on a highly efficient and proven trading platform

×

Results in a conglomerate with dual headquarters,

reducing its ability to quickly respond to evolving

market dynamics and business opportunities

×

Results in high concentration in European derivatives

with high product concentration in interest rate

products

×

Acquisitions have resulted in write downs of over $2.5

billion combined in the last three years

×

Proven inability to realize stated synergies in prior

acquisitions

×

Underperformed the industry, posting negative

revenue and earnings growth in the last three years

×

Onerous governance and management structure

×

Continued fragmentation of U.S. equity market

×

Increased execution risks

×

Will create a derivative behemoth with over 90%

share

FRANCHISE VALUE

Creates two pure play global exchanges run by separate

best-in-class operators in cash equities and derivatives

Greater potential upside given superior growth prospects

and significant realizable combined synergies

Offers  investors cash and over 60% exposure to the 

high growth derivatives sector

×

Results in a conglomerate of businesses run by

management with failed integration history

×

Limited upside given uncertain long-term prospects

and lower probability of synergy realization

×

Offers investors no cash and over 60% exposure to

cash equities and other businesses

The NASDAQ OMX/ICE offer is strategically superior to the proposed Deutsche

Börse/NYSE Euronext combination and will unlock greater long-term value for NYSE

Euronext stockholders and all market participants

7

A Fair and Balanced Merger Agreement

1)

Why

is

March

2012

set

as

the

expiration

on

the

reverse

break-up

fee?

The

March

2012

deadline

is

simply

a

holdover

from

the

date

included in the Deutsche Börse agreement for their own timelines.  If NYSE Euronext is concerned about the date, we can negotiate a

different date or find another way to address their concern about the antitrust break-up fee.  We note that despite significant antitrust issues,

acknowledged by NYSE Euronext in the Deutsche Börse transaction, there is no reverse break-up fee in that deal.

2)

What

are

the

financing

conditions?

There

are

no

financing

conditions.

NASDAQ

OMX

and

ICE

are

required

to

show

up

with

the

funds

at

closing

and

–

because

there

is

no

financing

condition

–

failing

to

close

when

all

conditions

are

met

is

a

“willful

and

material

breach”

for

which

NYSE Euronext would have full recourse.  A reverse break-up fee for failure to obtain financing would have just capped NASDAQ OMX’s and

ICE’s potential exposure.

3)

Why

include

a

change

in

Fiduciary

Recommendation?

This

provision

mirrors

that

included

in

the

Deutsche

Börse

proposal

to

which

NYSE Euronext has agreed.  This term is forced by Delaware law.

4)

Why

include

a

double

Break-Up

Fee?

This

is

not

an

issue

for

Deutsche

Börse

–

Deutsche

Börse

has

a

5

business

day

matching

right

and

therefore will never have to pay a double break-up fee if it is prepared to match us.  If any other bidder is interested, it is free to compete.  If a

bidder tops the NASDAQ OMX/ICE deal, our consolation prize should not be to receive a single break-up fee that just covers the Deutsche

Börse termination fee and leaves us empty handed on a net basis. 

5)

Why

does

NYSE

Euronext

not

have

the

right

to

Specific

Performance?

NYSE

Euronext

has

no

right

to

specific

performance

in

the

Deutsche Börse deal either.  We look forward to discussing this with the NYSE Euronext Board and altering the provision as appropriate.

6)

What

improvements

did

you

make?

In

addition

to

a

Superior

Offer,

we

added

a

$350mm

reverse

break-up

fee

and

removed

the

burdensome “force the vote”

obligation that NYSE Euronext agreed to with Deutsche Börse.  Furthermore, we only require approval by

holders of a majority of the outstanding NASDAQ OMX and ICE shares, unlike the DB / NYSE transaction which is conditioned on approval

by the holders of at least 75% of the outstanding DB shares.

Without the benefit of a dialog with the NYSE Euronext Board, NASDAQ OMX and ICE

presented a fair and balanced Merger Agreement based largely on the existing Deutsche

Börse agreement.  The companies remain open to discussing and addressing any

legitimate concerns NYSE has on execution and negotiating a merger agreement that is

acceptable to each of our companies

8

DB’s Additional Synergies Are Not Credible

NYSE Euronext investors should be highly skeptical that after two years of exploratory

merger discussions, including more than six months dedicated to finalizing the

transaction, NYSE Euronext has suddenly found a reported €100 million in additional

synergies

This

increase

appears

not

to

be

a

matter

of

sharpening

a

pencil,

but

an

unexplained

shift

in

strategy

The discovery that initial synergies were understated by one-third comes after receiving a Superior Proposal from

NASDAQ OMX and ICE that achieves greater synergies

If there are additional synergies to be found after the merger economics have been agreed, then it has to come at the

expense of NYSE Euronext stockholders because there has been no increase in the price they are being offered

NYSE

Euronext

should

describe

these

newly-found

synergies

in

detail

in

order

to

support

the

credibility

of

these

revised estimates, particularly in light of commitments to retain two technology platforms and two headquarters

Increasingly it appears that NYSE Euronext is more focused on protecting the transaction than its stockholders

NASDAQ OMX and ICE have described in detail our proven and focused long-term strategy from which stockholders

would benefit and our companies demonstrated outperformance relative to their proposed strategy of creating a

financial supermarket

We look forward to having the same opportunity when the NYSE Euronext Board agrees to due diligence

9

Key Points for NYX Stakeholders to Consider

What NYSE Euronext Will Tell You

What NYSE Euronext Will Tell You

The Reality

The Reality

NASDAQ / ICE

PROPOSAL FACES

UNACCEPTABLE

ANTITRUST RISKS

NASDAQ OMX / ICE proposal recognizes the global nature of

competition for listings and trading and the dramatic increase

in off-exchange trading

A combined NASDAQ OMX / NYSE will create a global listing

franchise that can attract issuers from around the world, create

deeper and more liquid markets, improve transparency,

increase market access and connectivity, enhance

effectiveness of regulation and create a better advocate for

issuers on regulatory matters

The U.S. listings business is tightly regulated by the SEC

Listing location is independent of where a stock actually trades

HSR review of NASDAQ OMX and ICE proposal is underway

and NASDAQ OMX has received and is responding to a

Second Request for information in connection with NASDAQ

OMX’s filing

The DB proposal will be subject to a lengthy and extensive

regulatory and competition review due to combined Euronext /

Liffe market position in European derivatives and provides no

protection for NYSE Euronext stockholders in the event that

DB fails to receive regulatory approval

Unlike the DB proposal, NASDAQ OMX / ICE proposal

includes a $350mm reverse breakup fee in the event of a

failure to obtain required antitrust or competition approval

The NASDAQ OMX / ICE proposal will not survive

review by antitrust regulators

antitrust issues regarding U.S. listings cannot be

overcome

Potential European competition issues with DB proposal

will be easily resolved

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

REVERSE BREAKUP

FEE IS ILLUSORY

The reverse breakup fee is illusory as the fee would

merely offset NYSE Euronext’s termination fee paid to DB

NASDAQ OMX and ICE will pay the termination fee to DB

provided for in the business combination agreement and the

reverse breakup fee of $350mm will be an incremental fee to

NYSE Euronext stakeholders if antitrust and competition

approvals were not obtained

10

Key Points for NYX Stakeholders to Consider

DB PROPOSAL

DELIVERS GREATER

LONG-TERM

STAKEHOLDER

VALUE

NASDAQ OMX / ICE proposal offers far greater long-term

value

from

synergy

opportunities

–

$740mm

of

anticipated

synergies vs. DB proposal of $533mm (revised to $728mm)

NYSE Euronext and DB management have been unable to

realize stated synergies in past acquisitions

NYSE Euronext and DB’s poor integration and execution have

resulted in meaningful value destruction for shareholders with

over $2.5bn of write-downs since 2008

NASDAQ OMX / ICE proposal creates two global exchanges

under proven and specialized management teams with strong

track records of achieving synergies and integrating

acquisitions

NASDAQ OMX and ICE have superior track records of

creating

stakeholder

value

–

both

have

delivered

double-digit

earnings growth over the past 3 years while NYSE Euronext’s

and DB’s businesses have declined

Size

and

being

a

“diversified

conglomerate”

does

not

ensure

success or an increase in shareholder value

NYSE acquired Euronext for $10bn -

the same value DB is

offering for both NYSE and Euronext

Merger-of-equals structure gives stakeholders

exposure to the strongest global exchange group

The DB proposal delivers greater capital efficiency

savings to the market participants

DB and NYSE Euronext have a strong track record of

delivering on synergies and efficiently integrating

acquisitions

NASDAQ OMX / ICE proposal may offer higher short-

term value but will result in significantly lower long-

term value for stakeholders

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

What NYSE Euronext Will Tell You

What NYSE Euronext Will Tell You

The Reality

The Reality

SYNERGIES

EXPECTED IN NYX /

DB COMBINATION

ARE CONSERVATIVE

After “sharpening their pencils”, NYSE and DB found €100

million in additional synergies.  Total synergies could

reach approximately €500mm ($728mm) compared with

$740mm in the NASDAQ OMX/ICE proposal

NYSE and DB have historically failed to achieve targeted

synergy levels and implementation timing

DB failed to integrate the ISE technology platform 3 years

following the transaction

NYSE failed to realize over $100mm in promised synergies in

the Euronext acquisition

NASDAQ OMX and ICE management teams have proven

track records of achieving synergies and integrating

acquisitions

Any additional synergies now discovered represent lost value

for NYX stockholders with no change in merger economics

11

Key Points for NYX Stakeholders to Consider

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

What NYSE Euronext Will Tell You

What NYSE Euronext Will Tell You

The Reality

The Reality

NASDAQ OMX / ICE

PROPOSAL IS

STRATEGICALLY

UNATTRACTIVE AND

LACKING IN

BUSINESS LOGIC

NASDAQ OMX / ICE proposal creates two nimble

entrepreneurial global exchanges run by two best-in-class

operators in cash equities and derivatives that are better

positioned to compete globally and adapt to rapidly changing

industry dynamics

NASDAQ OMX / ICE proposal  unlocks greater value and

provides stakeholders with exposure to two leading pure play

exchanges and over 60% exposure to the high growth

derivatives sector, while the DB proposal offers exposure to a

single exchange that will likely receive a conglomerate

discount

A combined DB / NYSE Euronext will be an inefficient,

bureaucratic

“supermarket”

exchange

model

with

an

entrenched management team

Combination with DB is consistent with NYSE

Euronext’s long-term strategy

Breaking up NYSE Euronext into its pieces will destroy

value and create an unattractive portfolio of businesses

Globally diversified exchanges are more competitive

and provide superior value for stakeholders

NASDAQ OMX would be highly concentrated in cash

equities which is becoming a low-growth, low-margin

business

NYSE EURONEXT IS

NOT FOR SALE

The proposed DB transaction is not a sale of the NYSE

Euronext but rather a merger-of-equals

The NASDAQ OMX / ICE proposal is a takeover that

undervalues the pieces of the company

The DB / NYSE transaction is a low-premium takeover (only a

10% premium to unaffected share price at announcement)

DB will control the Board and each Board Committee; DB CEO

will be responsible for group strategy and global relationship

management; DB President will become Deputy CEO and

President of the combined entity; DB CFO will become CFO of

the combined entity

If NYSE’s different businesses are undervalued as claimed,

then NYSE has grossly mismanaged its businesses and has

failed to pursue a strategy that increases shareholder value

12

Key Points for NYX Stakeholders to Consider

NASDAQ OMX / ICE

PROPOSAL WILL

RESULT IN

UNACCEPTABLE JOB

LOSSES

The NASDAQ OMX / ICE proposal destroys the

“invaluable

human

capital”

at

NYSE

Euronext

NASDAQ OMX will close the NYSE floor

The majority of synergies in the NASDAQ OMX / ICE

proposal will be realized through job losses in New

York

NASDAQ OMX is committed to preserving the NYSE floor

Consistent with the cultures at NASDAQ OMX and ICE, as well

as in prior transactions, NYSE Euronext employees will be

evaluated based on a pure meritocracy as this serves the best

interests of the combined business and ultimately creates

shareholder value

The majority of synergies will be derived from eliminating

redundant

technologies

and

systems

-

not

employees

DB has stated that job losses will be minimal in Germany

which leaves the U.S. as the primary venue for down-sizing in

order to achieve the announced synergy targets

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

What NYSE Euronext Will Tell You

What NYSE Euronext Will Tell You

The Reality

The Reality

U.S. IS NOT AT RISK

OF LOSING ITS

COMPETITIVENESS IN

THE GLOBAL

MARKETS

The U.S. equities market is currently efficient and

successfully competing  on a global basis

Developing global capabilities are more important

than building “an American stronghold”

From 1995 to 2010, listings on U.S. exchanges shrank by 38%

from 8,000 to 5,000 while listings on non-U.S. exchanges grew

by 74% from 23,000 to 40,000

Since 2006, only 9 of the 100 largest IPOs listed in the U.S.

A combined NASDAQ OMX / NYSE will strengthen the U.S.

market while increasing its global competitiveness

A combined NASDAQ OMX / NYSE will ensure that the U.S.

remains a relevant financial center and a focus of U.S. capital

formation

13

Key Points for NYX Stakeholders to Consider

NASDAQ OMX DOES

NOT HAVE ENOUGH

COMMITTED

FINANCING IN THE

EVENT OF A

DOWNGRADE

NASDAQ OMX’s post-transaction capital structure will

result in a downgrade of its credit rating which will

trigger the repayment of the assumed NYSE Euronext

debt

NASDAQ OMX will be unable to fund the additional

financing requirement

NASDAQ OMX has received fully committed financing from a

syndicate of banks including Bank of America, Nordea Bank

AB (publ), Skandinaviska Enskilda Banken AB (publ) and UBS

Investment Bank

NASDAQ OMX can obtain the necessary financing in the

event of a downgrade since pro forma leverage levels would

remain unchanged

NASDAQ OMX is committed to a prudent use of leverage to

finance the transaction and is focused on maintaining its

investment grade rating

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

What NYSE Euronext Will Tell You

What NYSE Euronext Will Tell You

The Reality

The Reality

NASDAQ OMX WILL

BE HIGHLY LEVERED

WITH NO STRATEGIC

FLEXIBILITY

The NASDAQ OMX / ICE proposal will burden the

new company with high levels of debt

Levered NASDAQ OMX will be strategically limited

and unable to compete going forward due to high debt

burden

NASDAQ OMX and ICE are committed to a prudent use of

leverage

NASDAQ OMX is focused on maintaining its investment-grade

credit rating and expects to reach its target leverage ratio of

2.5x within 18 months of closing

NASDAQ OMX has a strong track record of achieving

synergies much faster than expected and using excess cash

flow to pay down debt ahead of schedule

14

Key Points for NYX Stakeholders to Consider

Distinguishing Between NYSE Euronext’s Stated Myths vs. the Reality

What NYSE Euronext Will Tell You

What NYSE Euronext Will Tell You

The Reality

The Reality

NASDAQ OMX / ICE

PROPOSAL IGNORES

TAX LEAKAGE FROM

BREAKUP OF

BUSINESS

NASDAQ OMX / ICE

PROPOSAL WILL NOT

BE TAX-FREE TO

STAKEHOLDERS

The NASDAQ OMX / ICE proposal will result in a

taxable transaction to NYX stakeholders

NASDAQ OMX and ICE expect their proposal can be

structured  as a tax-free transaction to NYSE Euronext

stakeholders with respect to the stock consideration to be

issued, subject to due diligence and the co-operation of NYSE

Euronext

The NASDAQ OMX / ICE proposal will result in a

significant taxable event to the pro forma businesses

that will destroy shareholder value

NASDAQ OMX and ICE have studied publicly available

information regarding the NYSE/Euronext combination in 2007

and do not anticipate a significant tax cost associated with the

separation of the European derivatives business in the

proposed transaction, subject to confirmation through due

diligence

Further, the DB/NYSE Euronext Combination Agreement

contemplates a restructuring of the European businesses from

U.S. to European ownership which may face similar tax issues

and thus, may reflect their own view that any tax leakage is not

prohibitive

15

Key Provisions in the DB / NYX Agreement Favor DB

ANTITRUST REVERSE

BREAK FEE

COMPETING BID AND

FAILURE TO PERFORM

FORCE THE VOTE

EXECUTION RISK

The following conditions to DB / NYSE transaction create execution risks that do not impact the proposed

NASDAQ OMX/ ICE transaction, and therefore introduce additional deal uncertainly not present in the

NASDAQ OMX/ICE transaction:

–

The DB / NYSE transaction is conditioned on approval, in the form of tendering into an exchange offer, by

the holders of at least 75% of the outstanding DB shares.  In contrast, the NASDAQ OMX/ICE transaction

only requires approval by holders of a majority of the outstanding NASDAQ OMX and ICE shares

–

The DB / NYSE transaction is conditioned on there not being any circumstances relating to NYSE

Euronext that, according to the assessment of an independent expert, has or have resulted in, or would

reasonably be expected to result in, a decrease in the consolidated net revenues of NYSE Euronext of at

least $300,000,000 in the 2011 financial year and/or 2012 financial year, to the extent the decrease is

recurrent.  There is no similar condition in the NASDAQ OMX/ICE proposal

In the event that the DB / NYSE transaction is unable to close as a result of a failure to obtain antitrust or

competition approvals, DB can walk away from the transaction without having to compensate NYSE

Euronext.  In contrast, NASDAQ OMX and ICE will share a $350 million reverse break-up fee if their

transaction does not close as a result of a failure to obtain antitrust or competition approvals

The DB / NYSE agreement does not provide for a termination fee to NYSE Euronext in the event that DB

receives an acquisition proposal and then breaches the agreement, thus creating a backdoor way to get out

of the transaction without paying a breakup fee.  The NASDAQ OMX/ICE proposal does not give NASDAQ

OMX or ICE this loophole

The DB / NYSE agreement requires NYSE Euronext to take the DB / NYSE transaction to a stockholder

vote even if NYSE receives a superior proposal that it would prefer and even if it changes its

recommendation