NOTE AGENCY AGREEMENT RELATING TO A EURO-COMMERCIAL PAPER PROGRAMME

(1)       

NYSE EURONEXT, INC. (the " Issuer "); and

(2)      

CITIBANK, N.A. (the " Agent ").

WHEREAS

(A)      

Pursuant to, and subject to the terms and conditions of, a dealer agreement of even date herewith between the Issuer, the Arranger referred to therein and the dealers from time to time party thereto (together, the " Dealers " and each, a " Dealer ") (such agreement as amended or supplemented from time to time herein being referred to as the " Dealer Agreement ") the Issuer may from time to time issue Notes (as defined below).

(B)      

The parties hereto wish to record the arrangements agreed between them in relation to the Notes to be issued pursuant to this Agreement.

(C)      

NYSE Euronext, Inc. intends to change its name to NYSE Euronext after the date hereof and all references to NYSE Euronext, Inc. in this Agreement, shall be references to NYSE Euronext when the change of name is effective.

IT IS AGREED as follows:

1.      

INTERPRETATION

1.1      

In this Agreement:

" Business Day ", except to the extent that the context requires otherwise, means a day (other than a Saturday or Sunday):

(a)      

on which deposits in the relevant currency are dealt in on the London Interbank Market;

(b)      

on which commercial banks are open for business in London;

(c)      

on which the Clearing Systems are in operation; and

(d)      

in the case of Notes denominated in Euro, a day which is a TARGET Business Day (as defined below), or, in the case of Notes denominated in any other currency, a day upon which commercial banks are open for business in the principal financial centre of the country of that currency (which shall be Sydney in respect of Notes denominated in Australian dollars);

" Clearing System " means each or any of Clearstream Banking, société anonyme, Euroclear Bank S.A./N.V., Euroclear France S.A. or such other recognised clearing system as may be agreed from time to time between the Issuer and the Agent and in which Notes may from time to time be held, or any successor to such entities;

" Common Depositary " means Citibank, N.A. acting as a depositary common to Euroclear Bank S.A./N.V. and Clearstream Banking, société anonyme at such offices in London as shall be notified by both of them to the Agent from time to time;

" Deed of Covenant " means the deed of covenant dated on or about the date hereof, executed by the Issuer in respect of Global Notes issued by it pursuant to this Agreement, as such deed may be amended or supplemented from time to time;

" Definitive Note " means a Note, security printed or otherwise, in definitive form;

" Dollars " and " U.S.$ " denote the lawful currency of the United States of America; and " Dollar Note " means a Note denominated in Dollars;

" Euro " and " € " denote the single currency introduced at the start of the third stage of European Economic and Monetary Union pursuant to the Treaty establishing the European Community, as amended, and " Euro Note " means a Note denominated in Euros;

" Global Note " means a Note in global form, representing an issue of promissory notes of a like maturity which may be issued from time to time pursuant to this Agreement;

" Index Linked Note " has the meaning ascribed thereto in the Dealer Agreement.

" Maximum Amount " means the lower of €2,500,000,000 or U.S.$3,000,000,000, or the equivalent amount denominated in any currency other than euros or Dollars (as the case may be), inclusive of the aggregate amount of all commercial paper that the Issuer may issue and have outstanding under the Programme (as that term is defined in the Dealer Agreement) and pursuant to the commercial paper programme of the Issuer in the United States of America, as such amount may be increased from time to time pursuant to the Dealer Agreement;

" Note " means a commercial paper note of the Issuer subscribed or to be subscribed by a Dealer under the Dealer Agreement, in definitive or global form, substantially in the relevant form scheduled hereto or such other form as may be agreed between the Issuer and the Agent and, unless the context otherwise requires, includes the promissory notes represented by the Global Notes;

" Sterling " and " £ " denote the lawful currency of the United Kingdom; and " Sterling Note " means a Note denominated in Sterling;

" TARGET Business Day " means a day on which the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System, or any successor thereto, is open; and

" Yen " and " ¥ " denote the lawful currency of Japan; and " Yen Note " means a note denominated in Yen.

1.2      

References in this Agreement to the principal amount of any Note shall be deemed to include any additional amounts which may become payable in respect thereof pursuant to the terms of such Note.

1.3      

Any reference in this Agreement to a Clause or a Schedule is, unless otherwise stated, to a clause hereof or a schedule hereto.

1.4      

Headings and sub-headings are for ease of reference only and shall not affect the construction of this Agreement.

2.      

APPOINTMENTS

2.1      

The Issuer hereby appoints Citibank, N.A. at its specified office in London as issue agent and as paying agent for the Notes.

2.2      

The Agent may act as calculation agent for Index Linked Notes or floating rate Notes, as contemplated in the Dealer Agreement, subject in each case to its specific agreement to act as such for each relevant series of Notes.

2.3      

Any reference herein to the " Agent " or its " specified office " shall be deemed to include such other agent or office of the Agent (as the case may be) as may be appointed or specified from time to time hereunder. The obligations of the Agents are several and not joint.

3.      

ISSUE OF NOTES

3.1      

Each Note issued hereunder shall be substantially in the relevant form scheduled hereto or, as the case may be, such other form as may be agreed between the Issuer and the Agent from time to time and shall be duly executed either manually or in facsimile on behalf of the Issuer and authenticated by an authorised signatory or signatories of the Agent. The Issuer shall procure that a sufficient quantity of executed but unauthenticated blank Notes to be issued by it is at all times available to the Agent for the purpose of issue under this Agreement.

3.2      

The Issuer will provide to the Agent in writing a list of authorised persons who may instruct the Agent via any available Citibank software system, telephone or facsimile, and which list shall be updated by the Issuer from time to time as necessary. The Issuer shall give to the Agent by fax or telex or through any available Citibank software system details of any Notes to be issued by it under this Agreement and all such other information as the Agent may require for it to carry out its functions as contemplated by this clause, by not later than:

3.2.1      

12 noon (Paris time) on the proposed issue date (in the case of Notes denominated in euros to be cleared through Euroclear France S.A.); or

3.2.2      

in any other case, 3.00 p.m. (London time) two Business Days prior to the proposed issue date,

(or such later time or date as may be agreed between the Issuer and the Agent) in respect thereof and the Agent shall thereupon be authorised to complete Notes of the appropriate aggregate amount and/or (as the case may be) a Global Note by inserting in the appropriate place on the face of each Note inter alia the dates on which such Note shall be issued and shall mature and otherwise completing the same. For the purposes of this Clause 3.2, the Agent may, if it considers it appropriate in the circumstances, treat a telephone communication from a person who the Agent reasonably believes to have been

duly authorised by the Issuer as sufficient instructions and authority from the Issuer to act in accordance with the provisions of this Clause 3.2, and the Issuer shall confirm such communication in writing no later than the relevant time referred to above.

3.3      

If any such Notes as are mentioned in Clause 3.2 are not to be issued on any issue date, the Issuer shall notify the Agent immediately, and in any event no later than:

3.3.1      

1.30 p.m. (Paris time) on the proposed issue date (in the case of Notes denominated in euros to be cleared through Euroclear France S.A.); or

3.3.2      

5.00 p.m. (London time) two Business Days prior to the proposed issue date.

Upon receipt of such notice the Agent shall not thereafter issue or release the relevant Notes, but shall cancel and destroy them.

3.4      

The Agent shall, upon notification by fax or telex or through any available Citibank software system from the Dealer who has arranged to purchase Notes from the Issuer, such notification to be received in sufficient time to enable delivery to be made as contemplated herein and in any event no later than:

3.4.1      

12 noon (London time) on the proposed issue date (in the case of Sterling Definitive Notes);

3.4.2      

12 noon (Paris time) on the proposed issue date in the case of Notes to be cleared through Euroclear France S.A.; or

3.4.3      

in any other case, 3.00 p.m. (London time) two Business Days prior to the proposed issue date,

or such later time or date as may be agreed between the Agent and the relevant Dealer, that payment by it to the Issuer of the purchase price of any Note has been or will be duly made against delivery of such Notes and (if applicable) of details of the securities account hereinafter referred to:

(a)      

in the case of Notes to be cleared through Euroclear Bank S.A./N.V. and/or Clearstream Banking, société anonyme or any other Clearing System other than Euroclear France S.A., deliver such Note on the Business Day immediately preceding its issue date to or to the order of Euroclear Bank S.A./N.V. and/or Clearstream Banking, société anonyme (which may be by delivery to the Common Depositary) and/or such other Clearing System, for credit on the issue date of such Note to such securities account as shall have been notified to it; or

(b)      

in the case of Notes denominated in euros to be cleared through Euroclear France S.A., deliver such Note by 4:00 p.m. (Paris time) on the proposed issue date to or to the order of Euroclear France S.A. (which may be by delivery to the sub-depositary to the Common Depositary) for credit on the issue date of such Note to such securities account as shall have been notified to it; or

(c)      

if no such details are given make the same available on its issue date for collection at its specified office in London.

3.5      

The Agent shall (if applicable) give instructions to the relevant Clearing System to credit the Notes to the Agent's distribution account. Each Note credited to the Agent's distribution account with the relevant Clearing System following the delivery of the Notes in accordance with Clause 3.4 above shall be held to the order of the Issuer pending delivery to the relevant Dealer on a delivery against payment basis in accordance with the normal procedures of the relevant Clearing System. The Agent shall on the issue date and against receipt of funds from the relevant Dealer transfer the proceeds of issue to the Issuer to the account notified by the Issuer to the Agent in accordance with Clause 3.2 above.

3.6      

If on the issue date the relevant Dealer does not pay the subscription price due from it in respect of any Note (the " Defaulted Note ") and as a result the Defaulted Note remains in the Agent's distribution account with the relevant Clearing System after the issue date (rather than being credited to the Dealer's Account against payment), the Agent will continue to hold the Defaulted Note to the order of the Issuer.

3.7      

If the Agent pays an amount (the " Advance ") to the Issuer on the basis that a payment (the " Payment ") has been, or will be, received from the relevant Dealer and if the Payment has not been or is not received by the Agent on the date the Agent pays the Issuer, the Agent shall promptly inform the relevant Dealer and request that Dealer to make good the Payment, failing which the Issuer shall, upon being requested to do so, repay to the Agent the Advance and pay interest (on the basis of the aggregate of 1% per annum and the Agent's cost of funding, as determined by the Agent in its sole discretion) on the Advance until the earlier of repayment in full of the Advance and receipt in full by the Agent of the Payment.

3.8      

As soon as practicable after the date of issue of any Notes, the Agent shall upon written request deliver to the Issuer particulars of (a) the number and aggregate principal amount of the Notes completed, authenticated and delivered by it, or made available by it for collection, on such date, (b) the issue date and the maturity date of such Notes and (c) the series and serial numbers of all such Notes.

3.9      

The Issuer hereby authorises and instructs the Agent to make all necessary notifications to and filings with the Bank of England and the Japanese Ministry of Finance (in respect of Yen Notes), and any other relevant central bank or regulatory authority which should monitor volumes of commercial paper in issue from time to time.

3.10     

The Issuer hereby authorises and instructs the Agent to complete, authenticate and deliver on its behalf Definitive Notes to be issued by it in accordance with the terms of any Global Note issued by it presented to the Agent for exchange in whole (but not in part only).

3.11     

The Issuer will give at least 10 days prior written notice to the Agent of a change in the Maximum Amount of Notes which may be issued under the Dealer Agreement.

3.12     

The Issuer will promptly notify the Agent of the appointment, resignation or termination of the appointment of any Dealer.

3.13    

For the avoidance of doubt, the Agent shall have no obligation to continuously monitor the outstanding issuances of Notes in connection with the Maxiumum Amount of the Programme.

4.      

PAYMENT

4.1      

The Issuer undertakes to pay each Note in the currency in which such Note is denominated, on the maturity date or any relevant interest payment date of each such Note, an amount sufficient to pay the full amount payable on such date by way of principal, interest or otherwise in respect thereof:

4.1.1      

in the case of Dollar Notes, by transfer of same day value Dollar funds to such other account of the Agent at such bank in New York City as the Agent may from time to time designate for the purpose;

4.1.2      

in the case of Euro Notes, by transfer of same day value Euro funds no later than 3:00 p.m. (London time) to such account of the Agent as the Agent may from time to time designate for the purpose; and

4.1.3      

in the case of Notes denominated in any other currency, by transfer of immediately available and freely transferable funds no later than 3:00 p.m. (London time) in such other currency to such account of the Agent at such bank in the principal financial centre for such other currency as the Agent may from time to time designate for the purpose,

or, in each case, by such other form of transfer or time as may be agreed between the Issuer and the Agent.

4.2      

The Issuer shall, prior to 12 noon (London time) on the second Business Day immediately preceding the maturity date or any relevant interest payment date of any Note (or such later time or date as may subsequently be agreed between the Issuer and the Agent), send to the Agent irrevocable confirmation that payment will be made and the details of the bank through which the Issuer is to make the payment due pursuant to this Clause.

4.3      

The Issuer hereby authorises and directs the Agent from funds so paid to the Agent to make payment of all amounts due on the Notes as set forth herein and in the Notes.

4.4      

If the Agent has not received on the maturity date or any relevant interest payment date of any Notes the full amount payable in respect thereof on such date and confirmation satisfactory to itself that such payment has been received, the Agent shall not be required to make payment of any amount due on any Note. Nevertheless, subject to the foregoing, if the Agent is satisfied that it will receive such full amount later, it shall be entitled to pay maturing Notes due in accordance with their terms.

4.5      

If the Agent makes such payment on behalf of the Issuer under Clause 4.4, the Issuer shall be liable on demand by the Agent to pay to the Agent the amount so paid out, together with interest thereon at such a rate as the Agent may certify as the aggregate of 1% per annum and the Agent's cost of funding any such payment made by it (as determined by the Agent in its sole discretion).

4.6      

If at any time the Agent makes a partial payment in respect of any Note presented to it, it shall procure that a statement indicating the date and amount of such payment is written or stamped on the face of such Note.

5.      

CANCELLATION, DESTRUCTION, RECORDS AND CUSTODY

5.1      

All Notes which mature and are paid in full shall be cancelled forthwith by the Agent. The Agent shall, unless the Issuer otherwise directs, destroy the cancelled Notes and furnish the Issuer upon request with particulars of the aggregate principal amount of the Notes maturing on such maturity date which have been destroyed since the last certification so furnished and the series and serial numbers of all such Notes.

5.2      

The Agent shall keep and make available at all reasonable times to the Issuer a full and complete record of all Notes and of their issue, payment, cancellation and destruction and, in the case of Global Notes, their exchange for Definitive Notes.

5.3      

The Agent shall maintain in safe custody all forms of Notes delivered to and held by it hereunder and shall ensure that the same are only completed, authenticated and delivered or made available in accordance with the terms hereof.

5.4      

The Issuer may from time to time with the approval, where appropriate, of the Agent make arrangements as to the replacement of Notes which shall have been lost, stolen, mutilated, defaced or destroyed, including (without limitation) arrangements as to evidence of title, costs, delivery and indemnity.

5.5      

The Agent shall make available for inspection during its office hours at its specified office copies of this Agreement and the Deed of Covenant.

6.      

FEES AND EXPENSES

6.1      

The Issuer undertakes to pay such fees and expenses in respect of the Agent's services under this Agreement as are set out in a letter of even date herewith from the Agent to the Issuer, at the time and in accordance with the manner stated therein.

6.2      

The Issuer undertakes to pay all stamp, registration and other similar taxes and duties (including any interest and penalties thereon or in connection therewith) to which this Agreement or the issue of any Notes may be subject.

6.3      

The Issuer undertakes to pay on demand all reasonable out-of-pocket expenses (including legal, advertising, telex and postage expenses) properly incurred by the Agent in connection with its services under this Agreement.

7.      

INDEMNITY

The Issuer undertakes to indemnify and hold harmless the Agent against any losses, liabilities, costs, expenses, claims, actions or demands which the Agent may incur or which may be made against the Agent, as a result of or in connection with the appointment or the exercise of the powers, discretions, authorities and duties of the Agent under this Agreement except such as may result from its own negligence or bad faith or that of its officers, employees or agents. The indemnities contained in this

Agreement shall survive in respect of claims arising in respect of a period while it is an agent, notwithstanding resignation or removal.

8.     

NO LIABILITY FOR CONSEQUENTIAL LOSS

Except in the case of gross negligence or wilful default, the Agent shall not be liable either for any act or omission under this Agreement, or if any Note shall be lost, stolen, destroyed or damaged. Notwithstanding the foregoing, under no circumstances will any party be liable for any consequential loss (being loss of business, goodwill, opportunity or profit) or any special or punitive damages of any kind whatsoever; in each case however caused or arising and whether or not foreseeable, even if advised of the possibility of such loss or damage.

9.      

AGENTS OF THE ISSUER

9.1      

In acting hereunder and in connection with the Notes, the Agent shall act solely as agent of the Issuer and will not thereby assume any obligations towards or relationship of agency or trust for any holders of Notes. Any funds held by the Agent for payments in respect of the Notes need not be segregated from other funds except as required by law. The Agent shall not be under any liability for interest on any moneys at any time received by it pursuant to any of the provisions of this Agreement or of the Notes.

9.2     

The Agent may generally engage in any kind of banking or other business with the Issuer notwithstanding its appointments as issue agent and paying agent hereunder.

10.     

GENERAL

10.1     

Prior to the first issue of the Notes, the Issuer shall supply to the Agent copies of all condition precedent documents required to be delivered pursuant to the Dealer Agreement.

10.2     

The Agent shall be obliged to perform such duties and only such duties as are herein specifically set forth, and no implied duties or obligations shall be read into this Agreement against the Agent. The Agent shall not be under any obligation to take any action hereunder which it expects will result in any expense or liability of the Agent, the payment of which within a reasonable time is not, in its opinion, assured to it.

10.3     

Except as ordered by a court of competent jurisdiction or as required by law, and notwithstanding any notice to the contrary, the Issuer and the Agent shall be entitled to treat the holder of any Note as the absolute owner thereof for all purposes and shall not be required to obtain any proof thereof or as to the identity of the bearer or holder.

10.4     

The Agent may consult with legal and other professional advisers selected in good faith and satisfactory to it and the opinion of such advisers shall be full and complete protection in respect of any action taken, omitted or suffered hereunder in good faith and without negligence and in accordance with the opinion of such advisers.

10.5     

The Agent shall be protected and shall incur no liability for or in respect of any action taken or thing suffered by it in relation to any issue of Notes in reliance upon any Note, notice, direction, consent, certificate, affidavit, statement, telex or other paper or

document reasonably believed by it in good faith to be genuine and to have been passed or signed by the proper parties.

11.     

CHANGES IN AGENT

11.1     

The Agent may resign its appointment hereunder at any time by giving to the Issuer, and the Issuer may terminate the appointment of the Agent by giving to the Agent, at least 45 days' written notice to that effect, provided that no such resignation or termination of the appointment of the Agent shall take effect until a successor has been appointed by the Issuer.

11.2     

The Issuer agrees with the Agent that if, by the day falling 10 days before the expiry of any notice under Clause 11.1, the Issuer has not appointed a replacement Agent, then the Agent shall be entitled, on behalf of the Issuer to appoint in its place any reputable financial institution of good standing and the Issuer shall not unreasonably object to such appointment.

12.     

AGENT AS HOLDERS OF NOTES

The Agent and its officers and employees, in their individual or any other capacity, may become the owner of, or acquire any interest in, any Notes with the same rights that the Agent would have if it were not the Agent hereunder.

13.     

NOTICES

13.1     

All notices and other communications hereunder shall, save as otherwise provided in this Agreement, be made in writing and in English (by letter, telex or fax) and shall be sent to the intended recipient at the address, telex or fax number and marked for the attention of the person (if any) from time to time designated by that party to the other parties hereto for such purpose. The initial address, telex and fax number so designated by each party are set out on the signature page of this Agreement.

13.2     

Any communication from any party to any other under this Agreement shall be effective if sent by letter or fax, upon receipt by the addressee; and if sent by telex, upon receipt by the sender of the addressee's answerback at the end of transmission; provided that any such notice or other communication which would otherwise take effect after 4.00 p.m. on any particular day shall not take effect until 10.00 a.m. on the immediately succeeding business day in the place of the addressee.

14.     

LAW AND JURISDICTION

14.1     

Governing law

This Agreement and all matters arising from or connected with it are governed by, and shall be construed in accordance with, English law.

14.2     

English courts

The courts of England have exclusive jurisdiction to settle any dispute (a " Dispute "), arising from or connected with this Agreement (including a dispute regarding the existence, validity or termination of this Agreement) or the consequences of its nullity.

14.3     

Appropriate forum

The parties agree that the courts of England are the most appropriate and convenient courts to settle any Dispute and, accordingly, that they will not argue to the contrary.

14.4     

Rights of any Agent or the Calculation Agent to take proceedings outside England

Clause 14.2 ( English courts ) is for the benefit of the Agents and the Calculation Agent only. As a result, nothing in this Clause 14 ( Law and jurisdiction ) prevents any Agent or the Calculation Agent from taking proceedings relating to a Dispute (" Proceedings ") in any other courts with jurisdiction. To the extent allowed by law, any Agent or the Calculation Agent may take concurrent Proceedings in any number of jurisdictions.

14.5     

Process agent

The Issuer agrees that the documents which start any Proceedings and any other documents required to be served in relation to those Proceedings may be served on it by being delivered to Clifford Chance Secretaries Limited at 10 Upper Bank Street, Canary Wharf, London E14 5JJ or, if different, its registered office for the time being. If such person is not or ceases to be effectively appointed to accept service of process on behalf of the Issuer, the Issuer shall, on the written demand of any Agent or the Calculation Agent addressed to the Issuer and delivered to the Issuer appoint a further person in England to accept service of process on its behalf and, failing such appointment within 15 days, any Agent or the Calculation Agent shall be entitled to appoint such a person by written notice addressed to the Issuer and delivered to the Issuer. Nothing in this paragraph shall affect the right of any Agent or the Calculation Agent to serve process in any other manner permitted by law. This clause applies to Proceedings in England and to Proceedings elsewhere.

14.6     

Waiver of trial by jury

Each party waives any right it may have to a jury trial of any claim or cause of action in connection with this Agreement or any Note or any transaction contemplated by this Agreement or any Note. This Agreement may be filed as a written consent to trial by court.

15.      

MODIFICATION

This Agreement may be amended by further agreement among the parties hereto and without the consent of holders of the Notes.

16.      

COUNTERPARTS

This Agreement may be signed in any number of counterparts, all of which when taken together shall constitute a single agreement.