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Scenes from the NYSE Shareholder Meeting

NYSE Chairman Jan-Michiel Hessels called the Nasdaq proposal "an empty vessel," and said that the Nasdaq bid was "frought with unacceptable execution risk" and that they would not get regulatory approval. He also said the Nasdaq reverse breakup fee was "far too small" to compensate for the execution risk.

Still, NYSE CEO Duncan Niederauer acknowledged that "We know we have a lot of work to do" to convince shareholders to vote for the Deutsche Boerse proposal. Several shareholders noted that the 15 percent gap between the Nasdaq/ICE proposal and the Deutsche Boerse proposal was significant, and that large institutional shareholders may have a fiduciary obligation to look at the Nasdaq proposal solely on the higher offer.

One shareholder suggested a sweetener: the NYSE should offer a special dividend payment to the Deutsche Boerse, and the DB would then up the exchange ratio of NYSE shares to DB share from .47 percent to .50 percent. This would in essence be a "sweetener" to the deal

Niederauer is aware of this.

Niederauer would not commit on this, but did say that "we "have the financial flexibility to consider all types of options."

Several large shareholders, including Legg Mason's Bill Miller, and the largest NYSE shareholder T. Rowe Price, have suggested it is at least worth engaging in discussions with Nasdaq/ICE.

Niederauer, in a meeting with press after the meeting, said he had been in discussions with all 50 top shareholders.

The only moment of amusement came when perennial gadfly Evelyn Y. Davis stood up, announced that she was a Holocaust survivor who had been married four times, proclaimed her affection for Niederauer and her distrust for the Germans ("I am Dutch!") but was baffled by why he had not met with Nasdaq to discuss their proposal, and suggest that Niederauer should replace Goldman Sachs CEO Lloyd Blankfein.

Niederauer buried his face in his hands, then got up shortly later and put his arms around her to pose for a picture.

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