DEALER AGREEMENT

(1)      

NYSE EURONEXT, INC. as issuer (the " Issuer ")

(2)      

CITIBANK INTERNATIONAL plc as arranger (the " Arranger "); and

(3)      

CITIBANK INTERNATIONAL plc , CREDIT SUISSE SECURITIES (EUROPE) LIMITED and SOCIÉTÉ GÉNÉRALE (the " Original Dealers ").

(A)      

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.

1.      

INTERPRETATION

1.1      

Definitions

In this Agreement:

" Additional Dealer " means any institution appointed as a Dealer in accordance with Clause 7.2 ( Appointment of Dealers ).

" Agency Agreement " means the note agency agreement, dated on or about the date of this Agreement, between the Issuer and the Agent, providing for the issuance of and payment on the Notes.

" Agent " means Citibank, N.A. acting as issue agent and as paying agent for the Notes and any successor or additional agent appointed in accordance with the Agency Agreement.

" Business Day " means a day (other than a Saturday or Sunday) on which banks are open for general business in London and New York.

" Clearing System " means Clearstream Banking, société anonyme (Clearstream, Luxembourg), Euroclear Bank S.A./N.V., Euroclear France S.A. or any other recognised clearing system from time to time agreed between the Dealers and the Issuer.

" Dealer " means an Original Dealer or an Additional Dealer but excluding any institution whose appointment as a dealer has been terminated under Clause 7.1 (Termination) provided that where any such institution has been appointed as Dealer in relation to a particular issue of Notes or period of time, the expression " Dealer " or " Dealers " shall only mean or include such institution in relation to such Notes or that time period.

" Deed of Covenant " means the deed of covenant dated on or about the date hereof, executed by the Issuer in respect of the Global Notes issued pursuant to the Agency 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 issued by the Issuer.

" Disclosure Documents " means, at any particular date:

(a)        

the Information Memorandum;

(b)      

the Issuer's and its affiliates' other publicly available recent reports, including, but not limited to, any publicly available filings or reports provided to their respective shareholders;

(c)      

any other information or disclosure prepared pursuant to Clauses 3.15, 5.2, 5.3 or 5.4; and

(d)      

any other document delivered by the Issuer to a Dealer which the Issuer has expressly authorised in writing to be distributed to actual or potential purchasers of Notes.

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

" Dollar Equivalent " means on any day:

(e)      

in relation to any Dollar Note, the nominal amount of such Note; and

(f)      

in relation to any Note denominated or to be denominated in any other currency, the amount in Dollars which would be required to purchase the nominal amount of such Note as expressed in such other currency at the spot rate of exchange for the purchase of such other currency with Dollars, as quoted by the Agent at or about 11.00 a.m. (London time) on such day.

" euro " and " € " denote the single currency of the member states of the European Communities that adopt or have adopted the euro as their lawful currency under the legislation of the European Community for Economic Monetary Union; and " euro Note " means a Note denominated in euro.

" Euro Equivalent " means on any day:

(a)      

in relation to any euro Note, the nominal amount of such Note; and

(b)      

in relation to any Note denominated or to be denominated in any other currency, the amount in euro which would be required to purchase the nominal amount of such Note as expressed in such other currency at the spot rate of exchange for the purchase of such other currency with euro, as quoted by the Agent at or about 11.00 a.m. (London time) on such day.

" FSMA " means the Financial Services and Markets Act 2000.

" Global Note " means a Note of the Issuer in global form, representing an issue of commercial paper notes of a like maturity.

" Group " means the Issuer and its Subsidiaries.

(a)      

an entity of which a person has direct or indirect control or owns directly or indirectly more than 50 per cent. of the voting capital or similar right of ownership and control for this purpose means the power to direct the

management and the policies of the entity whether through the ownership of voting capital, by contract or otherwise; or

(b)         

an entity whose financial statements are, in accordance with applicable law and generally accepted accounting principles, consolidated with those of another person.

" Swiss Franc " and " CHF " denote the lawful currency of Switzerland; and " Swiss Franc Note " means a Note denominated in Swiss Franc.

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

1.2      

Construction

(a)      

In this Agreement, unless the contrary intention appears, a reference to:

(i)      

a provision of a law is a reference to that provision as amended, extended, applied or re-enacted and includes any subordinate legislation;

(ii)      

a Clause or a Schedule is a reference to a clause of or a schedule to this Agreement;

(iii)      

a person includes any individual, company, corporation, unincorporated association or body (including a partnership, trust, joint venture or consortium), government, state, agency, organisation or any other entity whether or not having separate legal personality, and references to any person shall include its successors in title, permitted assigns and permitted transferees (and for avoidance of doubt, all references to NYSE Euronext, Inc, shall be references to NYSE Euronext when it changes its name to NYSE Euronext);

(iv)      

assets includes present and future properties, revenues and rights of every description;

(v)      

an authorisation includes any authorisation, consent, approval, resolution, licence, exemption, filing, notarisation or registration;

(vi)      

a regulation includes any regulation, rule, official directive, request or guideline (whether or not having the force of law) of any governmental, inter-governmental or supranational body, agency, department or regulatory, self-regulatory or other authority or organisation; and

(vii)      

any Programme Agreement or other document is a reference to that Programme Agreement or other document as amended, novated, restated, superseded or supplemented.

(b)      

The index to and the headings in this Agreement are for convenience only and are to be ignored in construing this Agreement.

2.      

ISSUE

2.1      

Appointment of Dealers

The Issuer hereby appoints the Dealers with respect to the issue of Notes under this Agreement.

2.2      

The Uncommitted Programme

The Issuer shall not be under any obligation to issue any Notes, and a Dealer shall not be under any obligation to subscribe for or procure the subscription for any Notes, until such time as an agreement for a Note Transaction has been reached between the Issuer and that Dealer.

2.3      

Issue of Notes

(a)         

Subject to the terms of this Agreement, the Issuer may issue Notes to any of the Dealers from time to time at such prices and upon such terms as the Issuer and the relevant Dealer may agree. The Issuer acknowledges that the Dealers may resell Notes subscribed for by such Dealers.

(b)      

Each issue of Notes having the same Issue Date, Maturity Date, currency and yield and redemption basis will be represented by one or more Global Notes or by Definitive Notes having the aggregate principal amount of such issue as may be agreed between the Issuer and the relevant Dealer.

(c)      

The tenor of each Note shall not be less than one Business Day nor greater than 183 calendar days, with that tenor being calculated from (and including) the issue date to (but excluding) the maturity date of that Note.

(d)      

Global Notes and Definitive Notes (if any) shall be issued in the following denominations (or integral multiples thereof):

(i)           for U.S.$ Notes, U.S.$500,000;

(ii)           for euro Notes, €500,000;

(iii)         for Sterling Notes, £500,000;

(iv)         for Yen Notes, Yen 100,000,000; or

(v)          for Swiss Francs, CHF1,000,000;

or such other conventionally accepted denominations in those currencies as may be agreed between the Issuer and the relevant Dealer from time to time, subject in each case to compliance with all applicable legal and regulatory requirements and provided that the equivalent of that denomination in Sterling is not less than £100,000. At all times, the minimum denomination of such Notes shall not be less than the equivalent of U.S.$500,000 determined by reference to the spot rate on the date of issuance.

(e)      

The aggregate amount of Notes outstanding at any time will not exceed the Maximum Amount. For the purposes of calculating the Maximum Amount when denominated in euro of Notes issued under this Agreement, the principal amount of any outstanding Note denominated in any currency other than euros

shall be taken as the Euro Equivalent of such principal amount as at the Issue Date of the Notes then to be issued. For the purposes of calculating the Maximum Amount when denominated in Dollars of Notes issued under this Agreement, the principal amount of any outstanding Note denominated in any currency other than Dollars shall be taken as the Dollar Equivalent of such principal amount as at the Issue Date of the Notes then to be issued.

2.4      

Agreements for Note Transactions

If the Issuer and any Dealer shall agree on the terms of the subscription for any Note by that Dealer (including agreement with respect to the issue date, aggregate principal or nominal amount, denomination, currency, price, redemption basis, maturity date and discount, interest basis or index-linking), then:

(a)         

the Issuer shall instruct the Agent to issue that Note and deliver it in accordance with the terms of the Agency Agreement;

(b)      

the relevant Dealer shall pay the subscription price of such Note on the issue date:

(i)      

in the case of a euro Note, by transfer of same-day funds settled through the Trans-European Automated Real-Time Gross Settlement Express Transfer (TARGET) System to such euro account as the Agent shall from time to time have specified for this purpose; or

(ii)      

in the case of a Sterling Note, by transfer of same-day funds to the Sterling account in London as the Agent shall from time to time have specified for this purpose; or

(iii)      

in the case of a Dollar Note, by transfer of funds settled through the New York Clearing House Interbank Payments System (or such other same day value funds as at the time shall be customary for the settlement in New York City of international banking transactions denominated in Dollars) to the account in New York denominated in Dollars as the Agent shall from time to time have specified for this purpose; or

(iv)      

in all other cases, by transfer of freely transferable same day funds in the relevant currency to the account of the Agent at such bank in the applicable jurisdiction for such currency as the Agent may from time to time have specified for this purpose; and

(c)      

the relevant Dealer shall notify the Agent and the Issuer of the payment and delivery instructions applicable to such Note in accordance with prevailing market practice and in sufficient time to enable the Agent to deliver such Note(s) (or make the same available for collection) on the relevant issue date.

2.5      

Failure to issue

If, for any reason (including, without limitation, the failure of the relevant trade), a Note is not to be issued in accordance with a Note Transaction, the Issuer and the relevant Dealer shall immediately notify the Agent of that fact.

2.6      

Optional currencies

Any agreement for a Note Transaction for a Note denominated in a currency other than Sterling, Dollars, euro, Yen or Swiss Francs shall be conditional upon:

(a)         

it being lawful and in compliance with all requirements of any relevant central bank and any other relevant fiscal, monetary, regulatory or other authority from time to time, for deposits to be made in such currency and for such Note to be issued, offered for sale, sold and delivered;

(b)      

such other currency being freely transferable and freely convertible into euro;

(c)      

the consent of the Agent to that currency having been given; and

(d)      

any appropriate amendments which the relevant Dealer and/or the Issuer and/or the Agent shall require having been made to this Agreement and/or the Agency Agreement.

2.7      

Increase in Maximum Amount

The Issuer may from time to time increase the Maximum Amount by:

(a)      

giving at least ten days' notice by letter in substantially the form of Schedule 3 to each Dealer and to the Agent; and

(b)      

delivering to each Dealer with that letter the documents referred to in that letter, in each case in form and substance acceptable to each Dealer.

2.8      

Global Notes and Definitive Notes

(a)      

Each Note issued will be represented initially by one or more Global Notes.

(b)      

Global Notes will be exchangeable, in accordance with their terms, for Definitive Notes denominated in that currency only upon default by the Issuer in the payment of any amount payable in respect of the Notes represented by such Global Notes or if any relevant Clearing System in which the relevant Global Note is held is closed for a continuous period of 14 days or more (other than by reason of weekends or public holidays, statutory or otherwise) or if any such Clearing System announces an intention to permanently cease to do business or does in fact.

3.      

REPRESENTATIONS AND WARRANTIES

3.1      

Representations and warranties

The Issuer makes the representations and warranties in this Clause 3 to each Dealer.

3.2      

Status

The Issuer is a corporation duly incorporated and validly existing under the laws of its jurisdiction of incorporation and except for the existence or exercise of the Trust Options has the power to own its own assets and carry on its business as it is being conducted. For the purpose of this Clause 3.2 ( Status ) " Delaware Trust " means NYSE Group Trust, a Delaware Trust; " Delaware Trust Option " means the call option remedy of the Delaware Trust over the priority shares and/or ordinary shares or voting securities of NYSE Group, Inc., Archipelago Holdings, Inc. or their respective subsidiaries and other

remedies of the Delaware Trust; " Dutch Foundation Option " means the call option remedy of the Dutch Foundation over the priority shares and/or common stock or voting securities of Euronext N.V. or its subsidiaries and the other remedies of the Dutch Foundation; " Dutch Foundation " means Stichting NYSE Euronext, a foundation ( stichting ) incorporated and existing under the laws of The Netherlands; and " Trust Options " means the Delaware Trust Option and the Dutch Foundation Option."

3.3      

Powers and authority

It has the power to enter into, perform and deliver, and has taken all necessary action to authorise the entry into, performance and delivery of, the Notes and the Programme Agreements and the transactions contemplated by those Notes and Programme Agreements.

3.4      

Binding obligations

The obligations expressed to be assumed by it in each of the Programme Agreements are and (when the Notes have been issued and delivered under the Agency Agreement and have been paid for) the Notes will be subject to any general principles of law limiting its obligations which are specifically referred to in any legal opinion delivered under Schedule 1, legal, valid, binding and enforceable obligations.

3.5      

Authorisations

All authorisations of any governmental authority required:

(a)         

to enable it lawfully to enter into and comply with its obligations under, the Notes and Programme Agreements; and

(b)      

to make the Programme Agreements and Notes admissible in evidence in its jurisdiction of incorporation,

have been obtained or effected and are in full force and effect.

3.6      

Non-conflict

In all material respects, entry into, delivery and performance by the Issuer of its obligations under the Notes and the Programme Agreements and the transactions contemplated by the Programme Agreements will not conflict with, or constitute a default under:

(a)      

the constitutional documents of the Issuer; or

(b)      

any law or regulation applicable to the Issuer; or

(c)      

any material agreement, indenture or other material instrument by which the Issuer or any of its assets are bound.

3.7      

Ranking

The obligations of the Issuer under the Programme Agreements and the Notes (when issued) rank at least pari passu with all respective present and future unsecured and unsubordinated obligations of the Issuer other than obligations mandatorily preferred by law applying to companies generally.

3.8      

Disclosure Documents

The information contained or incorporated by reference in the Disclosure Documents taken as a whole, does not contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the Disclosure Documents taken as a whole not materially misleading in light of the circumstances under which such statements were made.

3.9      

Financial information

The most recently published financial statements of the Issuer (if any) which are incorporated by reference in the Information Memorandum:

(a)       

were prepared in accordance with the requirements of applicable law and with generally accepted accounting principles in the jurisdiction of incorporation of the Issuer (as the case may be) subject to year-end audit adjustments and the absence of footnotes, in the case of unaudited statements; and

(b)  

fairly represent in all material respects its financial condition and operations (consolidated, if applicable) as at the date to which they were prepared.

3.10      

Adverse change and litigation

Except as otherwise disclosed by any Disclosure Documents:

(a)

there has been no material adverse change in the business, financial condition, operations or business of the Group, taken as a whole (a " Material Adverse Effect ") since the date of the most recently published audited financial statements of the Issuer or published audited consolidated financial statements of the Issuer (if applicable); and

(b)

there is no litigation, arbitration or administrative proceeding pending or, to the knowledge of the Issuer threatened against the Issuer that would be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect,

which in any case could reasonably be expected to be material in the context of the Programme Agreements and the transactions contemplated by the Programme Agreements.

3.11      

Maximum Amount

The aggregate outstanding principal amount of the Notes on the date of issue of any Note does not exceed the Maximum Amount.

3.12      

United States Investment Company Act

The Issuer is not, or as a result of any issue of Notes or the receipt or application of the proceeds thereof will not be, an investment company as defined in the United States Investment Company Act of 1940.

3.13      

No payment default

The Issuer is not in payment default under debt for borrowed money in excess of U.S.$50,000,000.

3.14    

Times for making representations and warranties

The representations and warranties set out in this Clause 3:

(a)        

are made on the date of this Agreement; and

(b)      

are deemed to be repeated on each date upon which the Maximum Amount is increased, each date a Note Transaction is agreed and each date upon which any Note is, or is to be, issued by reference to the facts and circumstances then existing.

When a representation or warranty under Clauses 3.8 (Disclosure Documents) and 3.10 (Adverse change and litigation) is repeated under paragraph (b) above, the reference to Disclosure Documents shall be deemed to be only the Disclosure Documents which have been published before the date on which a relevant Note Transaction is made (in the case of that Note Transaction and the corresponding issue of Notes) or the date on which the letter purporting to increase the Maximum Amount is delivered (in the case of that increase).

3.15     

Notice of inaccuracy

If, before a Note is issued and delivered to or for the account of the relevant Dealer, an event occurs which would render any of the representations and warranties in this Clause 3 immediately, or with the lapse of time, untrue or incorrect, the Issuer will inform the relevant Dealer as soon as practicable of the occurrence of such event. In either case, the relevant Dealer shall inform the Issuer without any undue delay whether it wishes to continue or discontinue the issuance and delivery of the respective Notes.

4.      

CONDITIONS PRECEDENT

4.1      

Conditions precedent

By a date no later than five Business Days before the date upon which the Issuer and any Dealer shall first agree terms for a Note Transaction (or such other period as may be agreed between the Issuer and that Dealer), the Issuer shall deliver to that Dealer each of the documents listed in Schedule 1, in form and substance satisfactory to that Dealer.

4.2      

Further conditions precedent

The obligations of any Dealer in respect of any agreement for a Note Transaction and each issue of Notes shall be conditional upon:

(a)      

the representations and warranties of the Issuer contained in Clause 3 (Representations and Warranties) being true and correct:

(i)      

on each date upon which an agreement for a Note Transaction is made; and

(ii)      

on each date on which Notes are issued,

by reference to the facts and circumstances then subsisting;

(b)      

there being no breach as at the issue date of those Notes in the performance of the obligations of the Issuer (if applicable) under any of the Programme Agreements or any Note; and

(c)      

except as disclosed in any Disclosure Document issued before the date upon which an agreement for a Note Transaction is made, no Ratings Agency has in respect of any short-term debt securities of the Issuer issued any notice downgrading such securities or put any such rating on its "Creditwatch" list or other similar publication of formal review (including a notice confirming a change of outlook), in each case with negative implications.

5.      

COVENANTS AND AGREEMENTS

5.1      

Duration

The undertakings in this Clause 5 remain in force from the date of this Agreement for so long as any Programme Agreement is in force and any amount is or may be outstanding under any Programme Agreement or any Note.

5.2      

Financial information

(a)         

Whenever the Issuer publishes or makes available to its shareholders (or any class of them) or to its creditors generally (or any class of them) or to the public (by filing with any regulatory authority, securities exchange or otherwise) any information which could reasonably be expected to be material in the context of the Programme Agreements and the Notes and the transactions contemplated by the Programme Agreements and the Notes, the Issuer shall:

(i)      

notify each Dealer as to the nature of such information; and

(ii)      

take such action as may be necessary to ensure that the representation and warranty contained in Clause 3.8 (Disclosure Documents) is true and accurate on the dates when it is made or deemed to be repeated.

(b)      

The Issuer shall be deemed to have complied with sub-Clause 5.2 (a)(i) above on the date such information is posted at the Issuer's website on the internet, at www.sec.gov ,) or at such other website identified by the Issuer in a notice to the Dealers that is accessible by the Dealers without charge, provided that the Issuer shall make a reasonable number of paper copies of such information available to each Dealer upon request and permit distribution of that information to actual or potential purchasers of Notes.

5.3      

Authorisation information

Whenever the Issuer is required to obtain or effect any authorisation in order to comply with the representation and warranty contained in Clause 3.5 (Authorisations), the Issuer shall:

(a)      

notify each Dealer as to the nature of such authorisation; and

(b)      

upon request by a Dealer, make a reasonable number of copies of such authorisation available to that Dealer.

5.4      

Ratings

The Issuer undertakes promptly to notify the Dealers of any change in the rating given by any Ratings Agency of the Issuer's short-term debt securities or upon it becoming aware

that such rating has been put on a "Creditwatch" list or other similar publication of formal review (including a notice of change of outlook) by any Ratings Agency.

5.5      

Indemnification

(a)         

T