A Superior Alternative for Global Markets:

Growth, Competition and Stockholder Value

NASDAQ OMX & ICE Proposal to Acquire NYSE Euronext

April 1, 2011

Filed by The NASDAQ OMX Group, Inc

Pursuant to Rule 425 under the Securities Act of 1933

and deemed filed pursuant to Rule 14a-12 under the

Securities Exchange Act of 1934

Subject Company: NYSE Euronext

Commission File No.: 001-33392

2

Disclaimer

Forward-Looking

Statements

Information set forth in this communication contains forward-looking statements that involve a number of risks and uncertainties. NASDAQ OMX and the Intercontinental Exchange, Inc. (“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.

Important

Information

About

the

Proposed

Transaction

and

Where

to

Find

It:

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/PROSPECTUS 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.

Non-GAAP

Information

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 table of GAAP to non-GAAP and pro

forma non-GAAP information provided in the appendix to this presentation. 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.

Participants

in

the

Solicitation:

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, NASDAQ OMX’s proxy

statement,

filed

with

the

SEC

on

April

16,

2010

for

its

2010

annual

meeting

of

stockholders,

and

NASDAQ

OMX’s

current

reports

on

Form

8-K,

filed

on

February

14,

2011

and

February

24,

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, ICE’s current report on Form 8-K filed on March 7, 2011 and in

ICE’s proxy statement for its 2010 annual meeting of stockholders, filed with the SEC on April 5, 2010.  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.

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.”

Strengthens European equity markets by creating a new,

truly pan-European equity trading platform

Creates major new force in European derivatives which will

significantly enhance competition

Invigorates market and technology innovation throughout

equities and derivatives markets

Secures

Paris

and

London

as

premier

International

financial

hubs

Greater benefits to all stakeholders and more responsive to global market structure

evolution

Compelling & Superior Proposal -

$42.50 Per Share

$42.50 per share offer represents greater value for NYX

stockholders

–

19%

premium

to

Deutsche

Börse

offer

(1)

Opportunity to participate in value creation through

$740mm

in

combined

synergies

2

and

enhanced

growth

prospects

Greater immediate value through cash component and

longer term through NASDAQ OMX and ICE stock

NYSE EURONEXT STOCKHOLDERS

NASDAQ OMX AND ICE STOCKHOLDERS

Creates more diversified and efficient platforms in core

markets

Significant value creation for both stockholder bases

from revenue and expense synergies

Meaningful earnings accretion

Europe

INVESTORS, ISSUERS AND OTHER MARKET PARTICIPANTS

US

Creates deeper liquidity pools, better price discovery for

investors and greater market efficiencies in US cash

equities and equity options

Provides greater flexibility to invest in ongoing innovation

and platform enhancements with increased scale

Solidifies US leadership in global capital markets

Enhances customer benefits by providing consolidated view

of fragmented marketplace

3

Note: Synergy assumptions subject to due diligence.

(1) Based on Deutsche Börse closing price of €53.55 and $ / € exchange rate of 1.42 as of March 31, 2011.  (2) Reflects combined NASDAQ OMX and ICE synergies

The NASDAQ OMX and ICE have submitted a joint proposal to acquire NYSE Euronext

for $13.3 billion in aggregate value

Transaction Overview

Liffe

Equity Derivatives

NYSE Liffe US

New York Portfolio Clearing

Clearing

US Cash Trading

European Cash Trading

US Listings

European Listings

US Options

Transaction Services

Data Services

Infrastructure Services

Acquired by

$4,698 mm in ICE stock

$1,650 mm in cash

$6,348 mm total

Acquired by

$2,784 mm in NDAQ stock

$2,121 mm in cash

$2,074 mm in assumed NYX debt

$6,979 mm total

NYSE Euronext

DERIVATIVES

CASH TRADING & LISTINGS /

US OPTIONS

INFORMATION SERVICES &

TECHNOLOGY SOLUTIONS

4

5

Proposed Transaction Summary

STRUCTURE

CONSIDERATION

IMPLIED NYX PRICE

PER SHARE

PREMIUM TO:

–

CLOSE 3/31/11

–

CURRENT DEUTSCHE  

BÖRSE OFFER

–

UNAFFECTED NYX PRICE

(2/8/11)

NASDAQ OMX to acquire 100% of the outstanding shares of NYSE Euronext (NYX)

NASDAQ OMX to retain NYSE Euronext Cash Trading & Listings, US Options and

Information Services & Technology Solutions businesses

In a contemporaneous transaction, ICE to acquire NYSE Liffe including Liffe US and NYPC

0.4069 shares of NDAQ stock per NYX share

0.1436 shares of ICE stock per NYX share

$14.24 in cash per NYX share

Represents 66% in NDAQ / ICE stock and 34% in cash

$42.50

21%

19%

27%

ANTICIPATED CLOSING

Q4 2011, subject to government, regulatory and NYSE Euronext, NASDAQ OMX and ICE

stockholder approvals

6

The NASDAQ OMX and ICE proposal provides greater value, certainty and long-term

benefits for all stakeholders

Transaction Comparison

REGULATORY

MANAGEMENT /

GOVERNANCE

MARKET EFFICIENCIES

Creates new pan-European equity trading platform

with locally-governed exchanges with the ability to

effectively compete and innovate

Creates a new force in European derivatives which

will enhance competition

Credible management teams with proven ability to

integrate businesses and realize synergies

More balanced approach to governance

Strategically responsive to evolving market dynamics

Greater benefits for customers and investors

Reduces fragmentation of US equity markets

Common clearing technology used in European

derivatives

×

Reduces competition in European equity and

derivatives markets

×

Higher stockholder approval threshold for Deutsche

Börse

×

High transaction break-up fee

×

Significant implications for Paris and London markets

×

Consolidations

by

Deutsche

Börse

and

NYSE

Euronext have resulted in write downs of over $2.5

billion in the last three years

×

Continued fragmentation of US equity market

×

Increased execution risk complexities

STOCKHOLDER VALUE

Greater

absolute

value

-

$42.50

per

share

Proposal represents a 19% premium to the Deutsche

Börse offer

(1)

Stronger potential upside given superior growth

prospects and significant, realizable combined 

synergies of $740 million 2 annually

×

Lower absolute value

×

Lower premium for NYX stockholders

×

Less certain long-term prospects

×

Only $400 million of total annual expense synergies

and  $133 million in annual revenue synergies

×

Lower probability of synergy realization

BRANDING

Combines to form NASDAQ NYSE Euronext

×

No name chosen

NASDAQ OMX and ICE Offer

Deutsche Börse Offer

(1) Based on Deutsche Börse closing price of €53.55 and $ / € exchange rate of 1.42 as of March  31, 2011.; (2) Subject to due diligence.   

Equities

and

derivatives

markets

will

benefit

from

enhanced

competition

and

innovation,

as

well as local governance and brands

Global Reach With Local Governance

Retains iconic NYSE brand

name

Combined headquarters in

New York

Expands New York’s

position as global financial

center

Enhances leadership

position in derivatives

across geographies and

asset classes

London remains a premier

derivatives financial market

Local governance

Reinvigorates Paris as a

leading European equity

market

OMX remains center of

excellence for technology

Stockholm remains Nordic

headquarters

Paris

Amsterdam

Brussels

Lisbon

Stockholm

Copenhagen

Helsinki

Iceland

EUROPEAN MARKETS

Riga

Tallinn

Vilnius

Armenia

ICE

Liffe

ICE

Futures

Europe

NASDAQ NYSE

NASDAQ Options

Market

PHLX

US MARKETS

PSX

Amex

BX

ICE

ICE

Futures US

ICE OTC

Liffe US

NASDAQ NYSE

NASDAQ Stock

Market

NYSE

Arca

7

8

$2.1

$1.9

$1.6

$1.4

$0.9

$0.8

$0.8

$0.7

$0.3

$0.2

PF ICE /

NYSE Liffe

$3.3

$3.0

$2.7

$1.9

$1.5

$1.1

$1.0

$0.9

$0.4

$0.4

NYSE Liffe

Deutsche

Börse

Combined

companies

create

greater

financial

value,

drive

greater

market

efficiencies

and

remain nimble to better capitalize on international market opportunities

CME

Group

PF

LSE / TMX

PF ICE /

Source: Company filings; financials adjusted for non-recurring items; FactSet, converted to US$ using the average exchange rate for the year.

Note: Synergy assumptions subject to due diligence.

(1) Includes run-rate revenue synergies net of savings to customers (for NASDAQ OMX pro forma figures).

(2) Includes assumed run-rate net cash synergies.

(3) LSE 2010 EBITDA based on analyst 2010 calendar year estimates.

Enhanced Market Position

(3)

(2)

(1)

(2)

(1)

CME

Group

BM&F

Bovespa

PF

SGX / ASX

Hong Kong

Exchange

& Clearing

CBOE

BME

Deutsche

Börse

PF

LSE / TMX

Hong Kong

Exchange

& Clearing

BM&F

Bovespa

PF

SGX / ASX

BME

CBOE

PF NASDAQ NYSE

Euronext

PF NASDAQ NYSE

Euronext

Net

Revenues

–

2010

($

in

Billions)

EBITDA –

2010 ($ in Billions)

9

NASDAQ OMX and ICE have delivered double digit earnings growth through successful

acquisitions and integrations, despite a challenging macro economic environment

Source: Company filings; pro forma financials adjusted for non-recurring items.

Proven Ability to Deliver Growth

Q1 ’07 –

Q4 ’10 EPS Growth (%)

Full Year 2007 –

2010 EPS Growth (%)

10

Pro Forma NASDAQ OMX –

A Leading Global Exchange

11

Seizing the NYSE Euronext Opportunity

QUICKLY

DELEVER

STRONG FREE

CASH FLOW

Maximize use of free cash flow to accelerate debt

Target debt to EBITDA ratio below 2.5x within 18 months

Utilize strong cash flows to return capital to stockholders through dividends and stock

repurchases once target leverage is achieved

ACCRETION

Accretion expected 12 -18 months following close

Double

digit

accretion

achieved

soon

after

the

12

–

18

month

period

DISCIPLINED

APPROACH

Goal is to maintain investment grade rating

Firm view of value and discipline to walk away

Maximize use of free cash flow to accelerate debt retirement

BUILDING FROM

STRENGTH

Record non-GAAP earnings of $0.55 achieved in Q4’10 with new record expected in Q1’11

Affords

us

flexibility

to

respond

to

this

unplanned

opportunity,

while

continuing

to

pursue

current growth plans

Proven management team

12

The combined NASDAQ OMX and NYSE Euronext will have leading capabilities in

equities, derivatives, issuer services, indexes and market technology

Redefining the Global Marketplace

SCALE /

DIVERSIFICATION

INNOVATION

TRANSPARENCY

Increases scale and efficiency to improve

global competitiveness

Greater revenue diversification across

products/services and geographies

Redefines exchange landscape through

technology-driven innovation to serve the needs

of a diverse customer base

Increases investor confidence, resulting in more

liquid markets, thereby driving equity flow and

attracting new issuers

VALUE

CREATION

$610 million in estimated annual expense

synergies to drive meaningful earnings accretion,

beginning in 2013

PROVEN

INTEGRATOR

Proven industry consolidator

Strong track record of successful acquisitions

Consistently able to meet or exceed synergy

targets ahead of stated timeline

13

COST SYNERGIES

REVENUE SYNERGIES

Consolidation of equity and US options technology platforms

Elimination of duplicative corporate and administrative

overhead

Consolidation of data centers

Streamlining operations

Sales of corporate solutions, technology services and index

products to an expanded customer base in US and Europe

Run-Rate Synergies

Description

~$610 mm

1

~$20 mm

SAVINGS TO

CUSTOMERS

Efficiencies will be passed on to issuers, trading firms, and

investors

~($90 mm)

~$540 mm

Accretion expected 12 -18 months following close with double digit accretion achieved

soon after

Significant Synergy Opportunities for the Combined

NASDAQ OMX and NYSE Euronext

Note: Synergy assumptions subject to due diligence.

(1) Includes $90 million of depreciation and amortization savings.

14

Combination increases NASDAQ OMX’s scale and efficiency, driving meaningful value

for stockholders

Enhanced Financial Scale and Market Position

Source: Company filings.

Note: Synergy assumptions subject to due diligence.

(1) NASDAQ OMX EBITDA is a non-GAAP number calculated by taking 2010 operating income and adding back D&A and merger related expenses.

(2)

Includes

$1,241

million

of

Cash

Trading

&

Listing

revenue,

$444

million

of

Information

&

Technology

Services

revenue,

$158

million

of

US

Options

revenue

and

an

allocation

of

$17

million

of

NYSE

Derivatives

Market

Data and Other Revenues.

(3) Includes NASDAQ OMX estimated portion of NYSE US Options business.

(4) Represents book value of debt obligations at 12/31/2010.

(5) Based upon NYSE Euronext 2010 10K.

(6) Represents pro forma debt at 12/31/2010, including $2.1 billion of acquisition financing.

2010 Revenues

2010 EBITDA

12/31/10 Debt

Debt / EBITDA (x)

$1,522 mm

$798 mm

(1)

$2,321 mm

(4)

2.91x

~$1,860 mm

(2)

~$700 mm

(3)

$2,074 mm

(5)

Combined with Full

Run Rate Synergies

$3,312 mm

$1,950 mm

$6,515 mm

(6)

3.34x

NYSE Euronext

Acquired Businesses

15

Consistently able to meet or exceed synergy

targets ahead of timeline

OMX acquisition delivered $100mm in expense

synergies in 10 months, 14 months ahead of

schedule

PHLX acquisition was accretive to stockholders

within the first quarter of transaction close

2005: Acquisition of INET

Leverageable and low-cost

trading platform

Improved trade execution

2008: Acquisition of

OMX

European footprint

Derivatives

Market technology

2008: Acquisition of PHLX

Premier options trading

platform

2008: Acquisition of

Nord Pool

Commodities

2008: Majority investment in IDCG

Clearing for interest rate swaps and

other fixed income derivatives

Source: Company filings.

Note: Synergy assumptions subject to due diligence.

(1)

Pro Forma for acquisition of NYSE Euronext and run-rate synergies.

2006

2007

2008

2010

2005

2009

2010: Acquisition of FTEN

Real-Time Risk Management

Acquisition of

NYSE Euronext

Cash equities

and options in

the US and

Europe

Scale and

diversification

play

2004: Acquisition of BRUT

Deepen liquidity pool

Improved FIX connectivity

2010: Acquisition of SMARTS

Market surveillance solutions

Proven Track Record of Successful Acquisitions

2005

2006

2007

2008

2009

2010

PF 2010E

(1)

Revenue:

$526

$687

$812

$1,460

$1,453

$1,522

$3,312

16

NASDAQ OMX’s Successful Track Record

INET

•

Fastest

and

most

scalable

trading

platform

on

the

planet

–

has

become

the

established industry standard

•

Improved latency, increased functionality, better reliability and competitive pricing

•

Fast and seamless integration

–

consolidated 3 trading systems onto 1 technology

platform in 9 months.

•

Accretion in less than one year

OMX

•

Successful acquisition

of Nordic and Baltic markets

•

Improved market structure through introduction of central counterparty clearing and

implementation

of

INET

platform

–

cash

trading

turnover

increased

27%

compared

with

15%

for

Euronext

(1)

•

Combined INET platform with next Genium to deliver next generation of exchange

technology

•

Retained local character of individual markets, respectful of local governance and

heritage

•

Exceeded $100M of promised expense synergies in only 10 months, 14 months

ahead of schedule

PHLX

•

Accretive within first quarter of closing the deal

•

Growth

in

market

share

of

U.S.

equity

options

–

from

15%

to

30%

•

Migrated to INET trading platform

•

$65M in expense synergies within 9 months, significantly ahead of target

(1) Reflects electronic order book turnover From Q109 to Q410

17

The Promise

The Reality

Delivery of

Synergies

"NASDAQ has extensive experience in integrating

technologies and businesses and we will be able to

seamlessly integrate PHLX with the NASDAQ Stock Market."

--

Nasdaq Press Release, 7 November 2007

“The integration of both the PHLX and OMX acquisitions are

tracking significantly ahead of schedule. Management moved

forward its accretion targets for both transactions to 4Q08

and 1Q09, respectively.”

--

Jeffries & Co. Analyst Note, August 2008

Integration

Execution

“This combination[with OMX]  provides our organizations

with the ability to grow and accelerate the global flow of

equity capital. At the same time, it provides us with an

excellent platform for further expansion into derivatives and

other asset classes.”

--

Nasdaq / OMX Press Release, 25 May 2007

“…the company has been able to integrate acquisitions well

given the superior scalability of its operating platform and

maintain much higher operating margins than its major

competitor.”

--

William Blair & Co. Analyst Note, June

2009

Execution

Performance

“We've committed certain synergy targets on both the

revenue and the expense side for the large deals and we're

doing what we do well, and that is to focus on the operation

and the execution of the business plan, and that's what we're

focused on right now.”

--

Bob Greifeld, Financial Times View from the Top

Interview, 11 March 2008

“We view deal integration and cost extraction as a core

strength for NASDAQ. As the company realizes deal-related

cost synergies associated with its recent and upcoming

acquisitions we expect the company will experience

significant margin expansion back toward the levels

experienced by legacy NASDAQ.”

--

Credit Suisse, June 2008

“[Greifeld’s] dealmaking has dramatically increased sales and

earnings at Nasdaq.”

--

Forbes Company of the Year: Nasdaq, by Daniel

Fisher, 18 December 2008

Nasdaq OMX’s Successful M&A Track Record

Fulfilling and surpassing expectations

18

NYSE Euronext’s Integration History

Synergies

•

$275M in expense synergies targeted in 3 years

•

$100M in promised revenue synergies never

realized

Declining EPS &

Margins

•

From 2007 to 2010:

–

Revenues are off 9%

–

Operating Income is down 25%

–

Net Income decreased  22%

–

Margins declined from 40% to 33 %

Value

Destruction

•

$1.6 billion impairment charge taken in Q408 to

reflect failure to deliver promised returns for

acquisition

1.

Source: 

•

NASDAQ OMX results;  company website: ir.nasdaq.com. 2007 reflects pro forma non-GAAP results and are adjusted to include the results of OMX and PHLX  for the period reported, and excludes

certain items that are non-recurring in nature.  2010 reflects non-GAAP results and excludes certain items that are non-recurring in nature. 

•

NYSE Euronext : 2007 results reflect pro forma non-GAAP results reported in earnings release dated February 5, 2008.  2010 results reflect non-GAAP results reported in earnings release dated 

February 8, 2011

–

didn’t deliver as promised

19

NYSE Euronext’s Integration History

The Promise

The Reality

Integration

Delays

“…revenue synergies estimated at $375 million.

Of this

amount, approximately $250 million result from the overall

rationalisation of the combined group's IT systems and

platforms.”

--

NYSE Press Release, 1 June 2006

“…NYSE predicted that the deal would ‘globally redefine the

marketplace for trading cash and derivatives securities,

producing significant benefits for shareholders, issuers, and

users.’

Four years later the NYSE and Euronext haven't even

integrated their trading platforms.”

--

“NYSE

and

Deutsche

Börse:

Bigger

Does

Not

Always

Mean Better,”

Fortune, 9 March 2011

Value

Destruction

“This merger…will deliver significant shareholder value

from substantial, quantified and deliverable synergies.”

--

NYSE Press Release, 1 June 2006

“NYSE has a long way to go before benefits are fully realized.

Investors should not expect significant EPS growth in the near

term.”

--

Deutsche Bank Analyst Note, 11 February 2009

Market Share

Decline

“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.”

--

NYSE Letter to Euronext  N.V., 22 May 2006

“The Euronext platform…has seen its market share of

Euronext stocks dwindle to 65.5 percent of overall trading

from 97.5 percent in early 2008, ThomsonReuters data

shows…”

--

“In German Deal, Will Wall Street Rule?”

Reuters, 22

February 2011

20

Deutsche Börse’s Integration History

Integration

Difficulties

•

$2.8 billion purchase of ISE in 2007

•

Failed to integrate technology platforms 3 years

following

transaction

–

ISE

still

powered

by

NASDAQ OMX Technology

Declining

Business

•

Significant loss in market share, falling from  ~ 30%

in 2007 to 20 % in 2010 (PHLX is up from 15% to

30%)

Value

Destruction

•

Multiple impairment charges realized  on ISE

acquisition

–

€416 million impairment charge taken in Q409

–

€450 million impairment charge taken in Q410

21

Deutsche Börse’s Integration History

The Promise

The Reality

Market Share

Decline

“It will further strengthen Eurex’s position as the leading

global derivatives marketplace and will create the

undisputed market leader in individual equity, equity

index and interest rate derivatives worldwide.”

--

DB Press Release, 30 April 2007

“ISE, long the leader in U.S. equity options market share,

last month dropped to fourth place behind the Chicago

Board Options Exchange and exchange operators NYSE

Euronext, and Nasdaq OMX, according to the Options

Clearing Corp.”

--

“Impairment to hit Deutsche Börse profits,”

Reuters,                 

19 January 2010

New

Technology

Delay

“The International Securities Exchange (ISE) and

Eurex…

announced they will jointly develop a new

Options Trading System for ISE. “

--

DB Press Release, 30 January 2008

“The introduction of a new options trading system,

developed by Deutsche Börse and originally slated for

launch in November, has been pushed back and is now

expected to begin rolling out in April 2011, the ISE reported

Wednesday.”

--

“Deutsche Börse To Report ISE Impairments As     

Soon As Fri-Source”, Dow Jones, 8 December 2010

Value

Destruction

“This transaction further expands Deutsche Börse’s

leading position in the fast growing global derivatives

markets. The agreement is a strategic milestone for us

that will further fuel our strong growth prospects and

create significant value for shareholders.”

--

DB CEO Reto Francioni, Press Release, 30 April

2007

“Deutsche Börse is to take an impairment charge of about

€450m on its investment in the International Securities

Exchange, reflecting the sharp downturn in trading at the

US options exchange …a previous €416m impairment last

year contributed to Deutsche Börse's first quarterly loss as

a listed company.”

--

“Deutsche Börse Hit By €450m ISE Writedown,”

Financial Times, 10 December 2010

22

Competition for Listings

•

Creates deeper & more liquid markets

•

Improves transparency

•

Standardizes market access & connectivity

•

Enhances effectiveness of regulation

•

Creates a better advocate for issuers on regulatory matters

•

Global competition for listings is growing & the U.S. is losing

ground

•

An increasing number of companies, including U.S. firms,

now list outside their home markets

•

The market for raising capital is not limited to listings and

includes private equity

•

The combined company can create a more attractive platform

for raising capital and increase U.S. competitiveness in the

global listings market

•

Listing fees and rules are closely regulated

•

Competition in the U.S. is limited and largely about services

that are also offered by a wide variety of other companies

•

Equity and options trading markets are fragmented and highly

competitive

•

Low barriers to entry exist to create new trading venues

Regulatory and Competitive Considerations

Regulatory Benefits

Trading Competition

•

From 1995 to 2010, listings on U.S. exchanges shrank from 8,000 to

5,000 while listings on non-U.S. exchanges grew from 23,000 to 40,000

•

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

23

10%

14%

21%

21%

13%

21%

Significant diversification across multiple business lines and geographies

Combined NASDAQ NYSE Euronext

2010 Total Pro Forma Net Revenues $3,312 mm

(1)

Cash Equities

Trading

Derivatives

Issuer Services

Market Data

Technology

Other

Highly Diversified Pro Forma Revenue Composition

Well diversified revenue

base with no significant

concentrations

Highly synergistic and

complementary lines of

business

Strong competitive

positions across all major

business lines

Attractive mix of

transaction and fee-based

revenues results in a

strong cash flow business

(1) Recategorized NASDAQ OMX Global Index as Market Data.

Pro Forma ICE –

A Leading Innovator in

Global Derivatives Markets

25

Unique opportunity to significantly enhance ICE’s position as a leading operator of

integrated futures exchanges and over-the-counter (OTC) markets, clearing houses,

trade processing and data services for the global derivatives markets

Compelling Strategic Rationale

UNIQUE OPPORTUNITY

TO ENHANCE GLOBAL

DERIVATIVES

FRANCHISE

COMPELLING VALUE

CREATION

SIGNIFICANT

SYNERGIES

PROVEN INDUSTRY

CONSOLIDATOR

Significantly expands product offering with Liffe’s leading interest rate futures complex

Adds greater diversification and distribution capabilities

Enhances

position

across

multiple

asset

classes

spanning

energy,

commodities,

interest

rates,

credit and foreign exchange

Superior

solution

for

European

derivatives

market

–

enhances

competition

and

innovation

Greater

value

creation

-

opportunistic

approach

to

unlocking

value

for

ICE

stockholders, as

well as market participants

Modestly GAAP EPS dilutive in year 1 and accretive to ICE stockholders in year 2

Capitalizes on ICE’s leadership in derivatives, innovation and positioning markets for growth in

Europe

Leverages Liffe’s established presence and brand to diversify geographically

Maintains

substantial

financial

flexibility

to

pursue

additional

strategic

opportunities

or

other

existing organic growth initiatives

Approximately $200 million in run-rate synergies expected

Opportunities to consolidate technology platforms and eliminate other overlapping expenses

Clearing synergies through internalization of clearing services currently provided by others

Proven track record of successful acquisitions and integrations

Consistent ability to execute and create significant value for stockholders and market

participants

Disciplined approach to acquisitions with proven record of enhancing stockholder value

Note: Synergy assumptions subject to due diligence.

26

An ICE and Liffe combination creates a leading global, end-to-end derivatives

franchise spanning energy, commodities, interest rates, credit and foreign exchange

Leading Innovator in Global Derivatives Markets

EXPANSIVE PRODUCT

OFFERING

LEADING TECHNOLOGY

PLATFORM

LEVERAGE EXISTING

EUROPEAN FOOTPRINT

INNOVATION

LEADERSHIP

Further expansion into the European markets

New entry into European and U.S. interest rates products

Expansion of ICE’s financial futures offering

Augments ICE’s leading OTC franchise

Complementary agricultural product sets

Leverages ICE’s core technology platform to create greater economies of scale and

market efficiencies

Opportunity for significant cost savings by replacing Liffe Connect technology platform

Greater scale of operations in London market and increased exposure to European

customer base

Utilizes

ICE’s

existing

London

based

clearinghouse

-

first

new

clearinghouse

in

London in

over a century

ICE and Liffe already share common clearing technology which is currently owned and

operated by NYSE Euronext

Greater

market

efficiencies

gained

by

eliminating

outsourcing

of

clearing

functions

Proven

ability

to

stimulate

growth

through

market

and

technology

innovation

Creation of OTC energy clearing

Establishment of leading CDS clearing house

Development of most successful new product suite in recent history

27

Greater Product and Geographic Diversification

Source: Company filings.

(1) Excludes ICE OTC CDS volumes and Bclear.

(2) Liffe Futures revenues include revenues from Bclear.

2010

Revenues

2010

Revenues

2010 Total Pro Forma Net Revenues: $1.8bn

2010 Total Pro Forma Net Revenues: $1.8bn

2010

Volumes

2010

Volumes

2010 Pro Forma Contracts: 1.5bn

(1)

2010 Pro Forma Contracts: 1.5bn

(1)

Pro

Forma

Geographic

Mix

–

Volumes

(1)

(%)

Pro

Forma

Geographic

Mix

–

Net

Revenues

(%)

Pro

Forma

Business

Mix

–

Net

Revenues

(%)

Pro

Forma

Product

Mix

–

Volumes

(1)

(%)

28

EUROPE ENERGY

Brent Crude

WTI Crude

ASCI Crude

Gas Oil

European Natural Gas

U.K. Electricity

Coal

Emissions

Liffe expands ICE’s coverage of global derivatives with its leading European interest

rates complex

Comprehensive Coverage of Derivatives Markets

Integrated Markets, Clearing and Technology

ICE Regulated Futures

Exchanges

ICE OTC

ICE Data & Services

OTC CONTRACTS

OTC Energy

Oil and refined products

Physical/Financial gas

Physical/Financial power

Natural gas liquids

US & CANADA

AGRICULTURAL

Cocoa

Coffee

Cotton

Sugar

Orange Juice

Barley

Canola Oil

Emissions

FINANCIAL

Currency Pairs

US Dollar Index

Russell Indexes

MARKET DATA

Real-time prices/screens

Indices and end of day

reports

Tick-data, time and sales

Market price validations

Forward Curves

SERVICES

ICE eConfirm

ICE Link

YellowJacket

Ballista

Chatham Energy

Coffee Grading

ICE mobile

OTC

Credit

–

Creditex

CDS –

indexes, single

names, structured

products

ICE Clear US, ICE Clear Canada

ICE Clear Europe –

Interest Rates,

CDS and Energy

The Clearing Corp, ICE Trust

Global Clearing Houses

LIFFE FUTURES

Short Term Interest

Rates

Medium and Long

Term Interest Rates

European Equity

Indexes

Commodities

Currencies

BCLEAR

Processing for OTC

Derivatives

Contracts

29

Full run-rate synergies of approximately $200 million per year by end of 2014

Significant Synergy Opportunities for the Combined ICE

and Liffe

TECHNOLOGY AND

ADMINISTRATIVE COSTS

CLEARING RELATED

SERVICES AND

REVENUE

Migration of Liffe derivatives markets to ICE

technology platform

Elimination of duplicative corporate and

administrative overhead

Transition of outsourced services for default

fund and default fund management for NYSE

Liffe Clearing

Internalization of clearing services for Paris,

Amsterdam, Brussels and Lisbon derivatives

markets currently provided by others

Run-Rate Synergies

Description

~$100mm

~$100mm

~$200mm

Note: Synergy assumptions subject to due diligence.

30

Combination increases ICE’s financial scale while maintaining significant flexibility to

pursue other strategic opportunities and organic growth initiatives

Increased Financial Strength

Source: Company filings.

Note: Synergy assumptions subject to due diligence.

(1) ICE EBITDA is a non-GAAP number calculated by taking 2010 operating income and adding back D&A and merger related expenses, which is calculated as follows:  $783M EBITDA = $652 M Operating Income +

$121M D&A + $10M Merger Related Expenses.

(2) Includes NYSE Liffe net revenues of $583 million and NYSE Derivatives Market Data and Other Revenues of $83 million allocated between NYSE Liffe and US Options by net revenue contribution.

(3) NYSE Liffe EBITDA estimated assuming an EBITDA margin of ~63%. Excludes ICE estimated portion of NYSE Euronext’s derivatives segment attributable to US Options business.

2010 EBITDA

12/31/10 Debt

Debt / EBITDA (x)

Combined

$1,800 mm

$1,193 mm

$2,229 mm

1.9x

$1,150 mm

$783 mm

(1)

$579 mm

0.7x

~$650 mm

(2)

~$410 mm

(3)

–

0.0x

Combined with

Synergies

$1,860 mm

$1,381 mm

$2,229 mm

1.6x

NYSE Liffe

2010 Revenues

31

A combined ICE and Liffe will enhance European competition and foster greater

innovation to the benefit of the European markets

Strong Commitment to European Markets

GOVERNANCE AND

REGULATION

EUROPEAN

OPERATIONS AND

BRANDING

CLEARING

Combination

of

ICE

and

Liffe

will

create

a

new

force

in

European

derivatives

and

will

strengthen competition in the European derivatives sector

No change in regulators

ICE’s European derivatives business will continue to be based in London

Consolidation

of

technology

platforms

will

create

greater

market

and

operating

efficiencies

Continue to use ICE’s existing clearinghouse in London

Post-trade and clearing technology already shared by ICE and Liffe Clearing

European derivatives will continue to be cleared in London

INNOVATION

Proven track record of bringing innovation and investment to European markets

Transformed ICE Futures Europe through introduction of electronic trading

ICE Clear Europe was first derivatives clearinghouse to be established in London for over 100 years

Led clearing of credit default swaps in Europe

32

Proven Track Record of Successful Acquisitions

2004

2005

2006

2010

2003

2007

2008

2009

2003

2004

2005

2006

2007

2008

2009

2010

PF 2010E

(1)

History of realizing synergies on or ahead of

schedule

Demonstrated ability to efficiently and

effectively integrate acquisitions

Proven record of driving further growth and

generating premium value for all stockholders

Disciplined approach to acquisitions

2001: Acquisition of

International Petroleum

Exchange

ICE’s

business expands

globally into futures with

acquisition of London-based

IPE

2005: ICE IPO

2007: Acquisition of Winnepeg

2007: Acquisition &

Electronification

of NYBOT

2008: Acquisition

of Yellow Jacket

2008: Acquisition of

Creditex

2010: Acquisition of

Climate Exchange

2008/2009: Acquisition of

the Clearing Corp and

launched CDS clearing in

U.S. & Europe

Acquisition of

NYSE Liffe

Superior solution

for European

derivatives

market

Revenue:

$94

$108

$156

$314

$574

$813

$995

$1,150

$1,860

Source: Company filings.

Note: Synergy assumptions subject to due diligence.

(1) Pro Forma for acquisition of NYSE and run-rate synergies.

33

Summary

34

Strengthens European equity markets by creating a new,

truly pan-European equity trading platform

Creates major new force in European derivatives which will

significantly enhance competition

Invigorates market and technology innovation throughout

equities and derivatives markets

Secures

Paris

and

London

as

premier

International

financial

hubs

Greater benefits to all stakeholders and more responsive to global market structure

evolution

Compelling & Superior Proposal -

$42.50 Per Share

$42.50 per share offer represents greater value for NYX

stockholders

–

19%

premium

to

Deutsche

Börse

offer

(1)

Opportunity to participate in value creation through

$740mm

in

combined

synergies

2

and

enhanced

growth

prospects

Greater immediate value through cash component and

longer term through NASDAQ OMX and ICE stock

Creates more diversified and efficient platforms in core

markets

Significant value creation for both stockholder bases

from revenue and expense synergies

Meaningful earnings accretion

Europe

US

Note: Synergy assumptions subject to due diligence.

(1) Based

on

Deutsche

Börse

closing

price

of

€53.55

and

$

/

€

exchange

rate

of

1.42

as

of

March

31,

2011.

(2)

Reflects

combined

NASDAQ

OMX

and

ICE

synergies

Creates deeper liquidity pools, better price discovery for

investors and greater market efficiencies in US cash

equities and equity options

Provides greater flexibility to invest in ongoing innovation

and platform enhancements with increased scale

Solidifies US leadership in global capital markets

Enhances customer benefits by providing consolidated view

of fragmented marketplace

INVESTORS, ISSUERS AND OTHER MARKET PARTICIPANTS

NYSE EURONEXT STOCKHOLDERS

NASDAQ OMX AND ICE STOCKHOLDERS