NYSE GROUP

                                             NYSE Group, Inc.     11 Wall Street
                                                         New York, New York 1005
                                               t 212.656.2800     F 212.656.3939



May 22, 2006



Mr. Jan-Michiel Hessels
Chairman, Supervisory Board
Euronext N.V.
Beursplein 5
1012 JW Amsterdam
The Netherlands

Mr. Jean-Francois Theodore
Chief Executive Officer
 and Chairman of the Managing Board
Euronext N.V.
Euronext Paris
39 rue Cambon
F 75039 Paris Cedex 01
France


Dear Jan-Michiel and Jean-Francois:

We are  excited  about  our  discussions  with  you on  the  potential  business
combination of NYSE Group,  Inc. and Euronext N.V. From our  discussions,  it is
clear that our  companies  share a mutual  vision for  creating  the first truly
global  marketplace  with  the  world's  largest  pool of  liquidity.  This is a
transformative and compelling opportunity. Combining our two companies will be a
significant  and historic step that will benefit global  securities  markets and
all of our stakeholders,  including shareholders,  customers, employees, issuers
and the investing public in the United States, Europe and across the globe.

SHARED GLOBAL VISION AND GROWTH STRATEGY

A combined  NYSE-Euronext will create the largest securities  marketplace in the
world,  comprising  seven  exchanges  in six  countries.  Our  global  reach and
multi-product  offerings will enable the company to create new listing,  trading
and  market-data  opportunities.  The company  will also be well  positioned  to
leverage  both the NYSE and  Euronext  brands,  including  LIFFE,  to expand and
broaden existing businesses into areas of future growth.

The  company  will  deliver  superior  customer  choice,  ultimately  empowering
investors  to move assets  seamlessly  across  continents  and time  zones.  Our
markets will cover more time zones than any other exchange  group, in two of the
world's main  currencies,  and will serve the


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largest investor base in equities, bonds and derivatives,  including futures and
options.  Our  seven  securities  marketplaces  will  leverage  the  best of our
collective  technology  to provide  fast,  efficient  and  innovative  tools for
investors.  We are  committed  to the  horizontal  business  model  that we both
operate.

The company will offer the world's  largest  listing venue,  with a total global
market  capitalization  of our  collective  listed  companies  of  $27  trillion
((euro)21 trillion), nearly three times the size of the next largest marketplace
and more  than the next four  largest  marketplaces  combined.  The vast pool of
liquidity that the combination  will create will prove beneficial and attractive
to investors and issuers around the world.

FINANCIAL BENEFITS

We believe that our partnership  will also provide  substantial  benefits to our
respective  shareholders  in the form of a broad,  balanced  and  growing mix of
revenues. Our due-diligence efforts have identified significant cost and revenue
synergies estimated at $375 million ((euro)293  million).  Consequently,  we are
highly   confident   that   this    transaction    will   create    considerable
earnings-per-share   accretion,   and  significant   value  for  our  respective
shareholders.  Our combined company will also generate  substantial  cash, which
obviously will benefit our shareholders,  but also our users,  through continued
investment in technology that will reduce costs and risk.

TERMS OF THE BUSINESS COMBINATION

At your  request,  we are pleased to provide this letter that outlines the terms
of the business combination transaction that we have discussed with you and that
our Board of Directors has approved. Under the transaction,  there will be a new
Delaware holding company named "NYSE Euronext."

In the transaction,  Euronext shareholders will be offered the right to exchange
each Euronext  ordinary  share for  (euro)21.32  in cash and 0.980 of a share of
NYSE Euronext  common  stock,  and each share of  outstanding  NYSE Group common
stock will be  converted  into one share of NYSE  Euronext  common  stock.  This
consideration  is  equivalent  to an  exchange  ratio of  1.4000  shares of NYSE
Euronext  common  stock  for  each  Euronext  ordinary  share,  with  30% of the
aggregate  consideration  paid in cash based on the closing  price of NYSE Group
common  stock of $64.50 on May 19,  2006.  The  exchange  offer  will  contain a
mix-and-match  election to permit  Euronext  shareholders  to elect more cash or
more stock to the extent that either is  available.  The cash election and stock
election  will be subject to  proration to ensure that the  aggregate  amount of
cash and aggregate  number of shares of NYSE Euronext common stock issued in the
exchange  offer  are the same that  would  have  been  issued  if all  tendering
shareholders  received  the  standard  offer  consideration.  The  terms  of our
transaction  also assume that Euronext will pay to its shareholders its ordinary
dividend of (euro)1  per share this year,  as well as its  previously  announced
extraordinary dividend of (euro)3 per share.

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As a result of the  transaction,  NYSE  Group and  Euronext  equityholders  will
become owners of NYSE Euronext, which will hold the businesses of NYSE Group and
Euronext.  NYSE Euronext  common stock will be listed on both the New York Stock
Exchange and Euronext, and will trade in the local currency of each market.

LEADERSHIP AND GOVERNANCE

We share the belief that the first global exchange must be led by a global board
of directors and  management  team.  Accordingly  the Board of Directors of NYSE
Euronext will consist of 20 directors. Two of the directors will be the Chairman
of the  Supervisory  Board of  Euronext,  Jan-Michiel  Hessels,  who will be the
Chairman of the Board of  Directors  of NYSE  Euronext;  and the Chairman of the
Board of  Directors of NYSE Group,  Marshall N.  Carter,  who will be the Deputy
Chairman of the Board of Directors of NYSE Euronext.  Two  additional  directors
will be the Chief Executive  Officer of NYSE Group,  John A. Thain,  who will be
the Chief Executive Officer of NYSE Euronext; and the Chief Executive Officer of
Euronext, Jean-Francois Theodore, who will be the Deputy Chief Executive Officer
of NYSE Euronext and will have direct  responsibility for the European business.
An additional  nine directors of NYSE Euronext will be drawn from the NYSE Group
Board of Directors,  and the  remaining  seven  directors  will be designated by
Euronext's Supervisory Board. The day-to-day operations of NYSE Euronext and its
subsidiaries will be managed by a Management Committee, which will consist of an
equal  number of  designees  from NYSE  Group and  Euronext.  The  international
character of the Board of Directors  should not be fleeting,  and  therefore the
combined  company's  bylaws will contain  appropriate  provisions to ensure this
composition going forward. This joint American-European  governance structure is
not just about  geographic  diversity - but also about leveraging the excellence
brought to this combination from both management teams.

Our combination will create a truly global  securities  exchange.  The executive
offices of NYSE  Euronext  will be NYSE  Group's  current  headquarters  and the
headquarters  for the European  businesses  of NYSE  Euronext will be Euronext's
current  headquarters.  Indeed,  our  transaction  will solidify the standing of
Euronext as the premier financial marketplace of continental Europe.

REGULATORY FRAMEWORK

We embrace the importance of cooperative  multilateral regulation and admire the
effectiveness  of the regulatory  entities  comprising the College of Regulators
governing  Euronext's local  marketplaces.  We believe that direct  consultation
between these  regulators and the U.S.  Securities and Exchange  Commission will
result  in an  effective  working  relationship  among  the  combined  company's
regulators.  Investors  and issuers  will be assured  that each of the  combined
company's markets is regulated in accordance with applicable local requirements.

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PROMPT CLOSING AND INTEGRATION

This letter confirms the terms of the business  combination  transaction that we
have been  discussing  with you;  it is not  intended to and does not create any
legal obligation, which will only be created if and when our companies execute a
definitive agreement. We look forward to doing so as soon as possible. Given the
complementary  nature of our businesses and the lack of business overlap,  we do
not expect  competition  issues,  and we are fully  confident  in our ability to
execute this transaction  quickly.  Euronext's  experience joining together four
stock markets and a leading derivatives exchange, along with NYSE Group's recent
transformative  transaction experience,  demonstrate that both our companies can
complete challenging transactions and successfully integrate exchange businesses
to deliver the expected  synergies.  Together,  let us seize this opportunity to
create the world's premier financial marketplace.

We are committed to moving forward with the transaction described in this letter
and to achieving a business combination that will create the world's first truly
global marketplace.



Yours sincerely,

/s/ Marshall N. Carter                  /s/ John A. Thain

Marshall N. Carter                      John A. Thain
Chairman of the Board of Directors      Chief Executive Officer