NYSE Group and Euronext N.V. Agree to a Merger of Equals; Combination Will Create The First Global Exchange; Joint Press/Analyst Conference Scheduled in Paris, Friday, June 2, 2006

The strategic partnership creates the world's largest and mostliquid securities marketplace with a combined market capitalisation ofaround EUR 15 billion / $20 billion. With global market leadershippositions across cash equities, derivatives, market data andtechnology, NYSE Euronext will be the world's most liquid marketplace,with average daily trading value of approximately EUR 80 billion /$100 billion, and the world's premier listing venue, with total marketcapitalisation of listed companies of EUR 21,000 billion / $27trillion.

NYSE Euronext will be a U.S. holding company, the shares of whichwill be listed on the NYSE, trading in U.S. dollars, and on EuronextParis, trading in Euros. Its U.S. headquarters will be located in NewYork, and its international headquarters in Paris and Amsterdam (whichwill be the centres of operations for its international activities),with London as the centre for its derivatives business.

Under the terms of the agreement, each share of NYSE will beconverted into one share of NYSE Euronext common stock. Euronextshareholders will be offered the right to exchange each of theirshares for 0.980 shares of NYSE Euronext stock and EUR 21.32 in cashand will be able to elect to receive all shares or all cash through a"mix and match" procedure, subject to proration. Euronext will alsopay its previously announced extraordinary distribution of EUR 3 pershare.

Both parties believe the merger will create substantial value forall stakeholders through the realisation of pre-tax annual cost andrevenue synergies estimated at EUR 295 million / $375 million. Of thisamount, approximately EUR 195 million / $250 million result from theoverall rationalisation of the combined group's IT systems andplatforms. Based on Atos Euronext Market Solutions' leading technologyand the management team's proven integration track record, over thenext three years, NYSE Euronext's three cash trading systems and threederivatives trading systems will be migrated to a single global cashand a single global derivatives platform. In addition, 10 data centres(six in the U.S. and four in Europe) will be reduced to fourglobally-linked data centres (two in the US, two in Europe), and fournetworks will be reduced to one. These technology savings areincremental to the previously announced technology savings expectedfrom the NYSE/Archipelago transaction. Furthermore, NYSE Euronext'smarket leadership position in cash equities, listings and derivativescreates opportunities to expand the combined revenue base by anestimated EUR 80 million / $100 million over a three-year period. NYSEEuronext will leverage the world's most recognized exchange brands tocreate new products with global reach, increase its share ofinternational listings and materially strengthen its competitiveposition in the U.S. equity derivatives market, the largest suchmarket in the world.

NYSE Euronext will have a balanced management team andorganization. The Chairman of NYSE Euronext's single-tier Board ofDirectors will be Jan Michiel Hessels, Euronext's current SupervisoryBoard Chairman, and Marshall N. Carter, NYSE's current Chairman, willbecome Deputy Chairman. John A. Thain, NYSE's current Chief ExecutiveOfficer will be Chief Executive Officer of NYSE Euronext andJean-Francois Theodore, Euronext's current Chief Executive Officer,will be Deputy CEO and Head of International Operations of thecombined company. Messrs. Theodore and Thain will also join the Boardof NYSE Euronext. The Board of Directors of the combined company willbe initially comprised of 20 directors, 11 directors designated byNYSE and 9 directors by Euronext. The balanced governance structurewill be incorporated in the NYSE Euronext by-laws. Changes to theseprovisions and certain key strategic decisions may only be taken bysupermajority vote. The executive committee will be drawn equally fromeach of NYSE and Euronext.

Each of NYSE Euronext's markets will continue to be regulated inaccordance with local requirements. Specifically, NYSE Euronext'sEuropean markets will continue to be regulated by their existingregulators, and the SEC will continue to regulate the U.S. markets.

The NYSE Euronext exchange offer for Euronext shares is expectedto be launched within 6 months, following the satisfaction of certainconditions, including receipt of regulatory approvals and NYSE andEuronext shareholder approval. The parties are confident that thetransaction raises no competition issues.

Jan Michiel Hessels, Chairman of the Supervisory Board of Euronextsaid: "The Supervisory and Management Boards of Euronext have beenthrough an extensive process of identifying the best consolidationopportunity for our shareholders, issuers, and users, and we stronglybelieve NYSE is the best partner. This merger of equals, based on abalanced governance structure, will deliver significant shareholdervalue from substantial, quantified and deliverable synergies, and willallow Euronext to play a full role in reshaping the global capitalmarket."

Marshall N. Carter, Chairman, NYSE Group, said: "My colleagues onthe NYSE Group Board of Directors and I are extremely pleased with thecombination agreement announced today and extremely excited by theprospects of this transformational deal. This transaction will producesignificant synergies and outstanding value and growth opportunities,and we look forward to working toward its completion."

Jean-Francois Theodore, CEO of Euronext, commented: "CombiningNYSE's global brand and leading cash marketplace with Euronext'sinternational, cross-border, and diversified product range, technologyand integration skills is the winning global platform for growth.Moreover, this partnership will allow the successful Euronext model tobe extended further across the Eurozone and is the best way to createa competitive European capital market."

John A. Thain, Chief Executive Officer, NYSE Group, added: "Thisis an important development in the history of the NYSE, Euronext andthe global capital markets. A partnership with Euronext fulfills ourshared vision of building a truly global marketplace with greatbreadth of product and geographic reach that will benefit allinvestors, issuers, and our shareholders and stakeholders."

Citigroup Corporate and Investment Banking is acting as financialadvisor to NYSE Group.

In the transaction with NYSE, ABN Amro and Morgan Stanley areacting as lead advisors of Euronext. BNP Paribas and UBS Limited areacting as co-lead.
Joint Press/Analyst Conference Scheduled in Paris, Friday, June 2,
2006
2:30pm (Paris) / 8:30am (New York),
Location: Palais Brongniart, Place de la Bourse, 75002 Paris;
Entrance: rue Notre Dame des Victoires

Euronext N.V. and NYSE Group, Inc. officials will conduct a jointpress/analyst conference on Friday, June 2, 2006 in Paris at 2:30pm(Paris) / 8:30am (New York). Press and analysts are invited to attend;a live webcast of the conference call and phone dial-in (listen only)will be available. A presentation that will be referenced during thecall will also be posted to the website shortly before the callbegins. Those wishing to listen to the live conference via telephoneshould dial-in at least 10 minutes before the call begins.
Live Global Telephone Dial-in Information (toll free):
Live Dial-in: +33 (0)1 72 72 01 12
Replay Dial-in: +33 (0)1 72 28 01 49 / Code 181955#

Live Webcast Information
To view the video webcast of the press/analyst conference, please
visit: http://www.nyse.com/ir

Live Satellite Feed

-- Domestic US NTSC - Galaxy 3C - Transponder 3 - Downlink
frequency : 3760 Horizontal

-- Domestic US Fiberline - Ascent Media loop #6277

-- Latin America NTSC - Pan Amsat 9 - Transponder 10c - MCPC CH 6
SA FEC 7/8 SR 27.69 Network ID 5002 Virtual Channel 6 DL Freq:
3880.0 Horizontal

-- NE Asia / Australia NTSC - Pan Amsat 8 - Transponder 17c -
Slot A SA FEC 2/3 SR 6.62 DL Freq: 4026.5 Vertical

-- SE Asia / Australia NTSC - Pan Amsat 2 - Transponder 12c -
Slot C SA FEC 2/3 SR 6.62 DL Freq: 4035.5 Horizontal

-- Russia, Middle East, Africa NTSC - Pan Amsat 10 - Transponder
16c- Slot B NDS FEC 3/4 SR 6.1113 DL Freq: 3903.5 Vertical

-- Europe PAL - Pan Amsat 9 - Transponder 10c- MCPC CH 7 SA FEC
7/8 SR 27.69 Network ID 5002 Virtual Channel 7 DL Freq: 3880.0
Horizontal

-- India PAL - Pan Amsat 12 - Transponder 08k- Slot B NDS FEC 3/4
SR 6.1113 DL Freq: 11539.5 Vertical

NYSE Group Contacts
Press: Rich Adamonis, 212-656-2140
radamonis@nyse.com
Investors: Gary Stein, 212-656-2183
gstein@nyse.com

Euronext N.V. Contacts
Press: Antoinette Darpy, +33 1 49 27 53 75
a.darpy@euronext.com
Investors: Renata Schmidt +33 1 49 27 14 94
r.schmidt@euronext.com

-- Brunswick (Press Enquiries) +44 20 7404 5959
-- Kevin Byram +44 7974 982 352
-- Andrew Garfield +44 7974 982 337
-- Kekst and Co., Inc. 212-521-4834
-- Larry Rand
-- Tulchan Communications +44 207 353 4200
-- Andrew Grant

About Euronext N.V.

Euronext N.V. is the first genuinely cross-border exchangeorganization in Europe. It provides services for regulated stock andderivatives markets in Belgium, France, the Netherlands and Portugal,as well as in the UK (derivatives only). It is Europe's leading stockexchange based on trading volumes on the central order book.

Euronext is integrating its markets across Europe to provide userswith a single market that is very broad, highly liquid and extremelycost-effective. In 2004, it completed a four-year project in which itmigrated its markets to harmonized IT platforms for cash trading(NSC), derivatives (LIFFE CONNECT(R)) and clearing. Euronext'sdevelopment and integration model generates synergies by incorporatingthe individual strengths and assets of each local market, proving thatthe most successful way to merge European exchanges is to apply globalvision at a local level.

Euronext provides financial market participants with acomprehensive range of integrated services to meet their needs. Theseservices range from facilitating public offerings and providingtrading facilities for cash and derivatives products to supplyingmarket data. Euronext's users also benefit from clearing servicesprovided by LCH.Clearnet, and settlement and custody through localCSDs (central securities depositories), Group subsidiary in Portugal,and its partnership with Euroclear. The sale of software and ITsolutions complete Euronext's range of services.

Euronext's customers include:

-- members and financial institutions that have direct access to trading on its markets;

-- companies whose securities are listed on its markets, enabling them to raise capital;

-- institutional and retail investors who trade on Euronext's markets;

-- other organizations that use Euronext's technologies and services;

-- users of financial information.

Euronext has diversified sources of revenues, which protect itagainst fluctuations in the financial markets. Developments such asthe acquisition of LIFFE (the London-based derivatives market) in 2002and the merger of Euronext's subsidiary Clearnet with the LondonClearing House in 2003 have made the Group's derivatives markets andEuropean clearing activities more efficient, providing benefits forthe entire European financial community.

About NYSE Group, Inc.

NYSE Group, Inc. (NYSE:NYX) operates two securities exchanges: theNew York Stock Exchange (the "NYSE") and NYSE Arca (formerly known asthe Archipelago Exchange, or ArcaEx(R), and the Pacific Exchange).NYSE Group is a leading provider of securities listing, trading andmarket data products and services. The NYSE is the world's largest andmost liquid cash equities exchange. The NYSE provides a reliable,orderly, liquid and efficient marketplace where investors buy and selllisted companies' common stock and other securities. Our listedoperating companies represent a total global market capitalization ofover $22.9 trillion. In the first quarter 2006, on an average tradingday, over 1.7 billion shares, valued at over $65 billion, were tradedon the NYSE.

NYSE Arca operates the first open, all-electronic stock exchangein the United States and has a leading position in tradingexchange-traded funds and exchange-listed securities. NYSE Arca isalso an exchange for trading equity options. NYSE Arca's tradingplatform links traders to multiple U.S. market centers and providecustomers with fast electronic execution and open, direct andanonymous market access.

NYSE Regulation, an independent not-for-profit subsidiary,regulates member organizations through the enforcement of marketplacerules and federal securities laws. NYSE Regulation also ensures thatcompanies listed on the NYSE and NYSE Arca meet their financial andcorporate governance listing standards.

For more information on NYSE Group, go to: www.nyse.com.Information contained on our website does not constitute a part of theprospectus relating to the proposed offering.

Cautionary Note Regarding Forward-Looking Statements

Information set forth in this filing contains forward-lookingstatements, which involve a number of risks and uncertainties.Euronext and the NYSE Group caution readers that any forward-lookinginformation is not a guarantee of future performance and that actualresults could differ materially from those contained in theforward-looking information. Such forward-looking statements include,but are not limited to, statements about the benefits of the businesscombination transaction involving NYSE Group and Euronext, includingestimated revenue and cost synergies, the new company's plans,objectives, expectations and intentions and other statements that arenot historical facts. Additional risks and factors are identified inNYSE Group's filings with the U.S. Securities Exchange Commission (the"SEC"), including its Report on Form 10-K for the fiscal year endingDecember 31, 2005 which is available on NYSE Group's website athttp://www.nyse.com and the SEC's website at SEC's Web site atwww.sec.gov. and in Euronext's filings with the Autoriteit FinancieleMarkten (Authority for the Financial Markets) in The Netherlands,including its annual report and registration document for 2005, whichis available on Euronext's website at http://www.euronext.com. Theparties undertake no obligation to publicly update any forward-lookingstatement, whether as a result of new information, future events orotherwise.

Not an Offer

This document shall not constitute an offer to sell or thesolicitation of an offer to buy any securities, nor shall there be anysale of securities in any jurisdiction in which such offer,solicitation or sale would be unlawful prior to registration orqualification under the securities laws of any such jurisdiction. Nooffering of securities shall be made except by means of a prospectusmeeting the requirements of Section 10 of the U.S. Securities Act of1933, as amended, and applicable European regulations.

Additional Information About this Transaction

In connection with the proposed business combination transaction,Euronext and the NYSE Group expect that a newly formed holding companywill file with the SEC a Registration Statement on Form S-4 that willinclude a proxy statement of NYSE Group that also constitutes aprospectus of the newly formed holding company. NYSE Group will mailthe proxy statement/prospectus to its stockholders and the prospectuswill be mailed to Euronext shareholders.

Investors and security holders are urged to read the proxystatement/prospectus regarding the proposed business combinationtransaction if and when it becomes available because it will containimportant information.

You may obtain a free copy of the proxy statement/prospectus (ifand when available) and other related documents filed by NYSE Groupand the newly formed holding company with the SEC at the SEC's Website at www.sec.gov. The proxy statement/prospectus (if and when itbecomes available) and the other documents may also be obtained forfree by accessing NYSE Group's Web site at http://www.nyse.com andEuronext's website at http://www.euronext.com.

NYSE Group and its directors and executive officers and othermembers of management and employees may be deemed to be participantsin the solicitation of proxies from NYSE Group stockholders in respectof the proposed business combination transaction. You can findinformation about NYSE Group's executive officers and directors inNYSE Group's definitive proxy statement filed with the SEC on April11, 2006. You can obtain free copies of these documents and of theproxy statement prospectus (when it becomes available) from NYSE Groupby contacting its investor relations department. Additionalinformation regarding the interests of such potential participantswill be included in the proxy statement/prospectus and the otherrelevant documents filed with the SEC when they become available.