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FIRST ON CNBC: CNBC TRANSCRIPT: DUNCAN NIEDERAUER, NYSE EURONEXT CEO, SPEAKS WITH CNBC’S SCOTT WAPNER ON CNBC’S “FAST MONEY HALFTIME REPORT” TODAY

WHEN: TODAY, FRIDAY, JUNE 8, 2012

WHERE: CNBC’S “FAST MONEY HALFTIME REPORT

Following is an unofficial transcript of a FIRST ON CNBC interview with Duncan Niederauer, NYSE Euronext CEO, today on CNBC’s “Fast Money Halftime Report.” This is his first interview since the Facebook IPO.

Following is a link to the interview on CNBC.com: http://video.cnbc.com/gallery/?video=3000095050&play=1

All references must be sourced to CNBC.

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WAPNER: WELCOME BACK TO THE FAST MONEY HALFTIME REPORT. LIVE TODAY FROM THE SANDLER O'NEILL CONFERENCE AND ONE OF THE KEY QUESTIONS STILL SURROUNDING THE FACEBOOK IPO IS WHETHER THE COMPANY WILL SWITCH ITS LISTING FROM THE NASDAQ TO THE NEW YORK STOCK EXCHANGE. MEANTIME, THE BATTLE BETWEEN THE TWO EXCHANGES HEATED UP YET AGAIN THIS WEEK AS THE NASDAQ ANNOUNCED A CONTROVERSIAL PLAN TO COMPENSATE FACEBOOK INVESTORS AND JOINING US IN HIS FIRST INTERVIEW SINCE THE BIG IPO IS THE NEW YORK STOCK EXCHANGE CEO DUNCAN NIEDERAUER. YOU OFFERED A SWIFT REBUKE OF THIS NASDAQ COMPENSATION PLAN. YOU GUYS SAID YOU DON'T THINK THAT IT'S FAIR. BOB GREIFELD SAYS THAT YOU HAVE A MISUNDERSTANDING OF THE FACTS. WHO'S RIGHT AND WHO'S WRONG?

DUNCAN NIEDERAUER: LET'S NOT MAKE THIS ABOUT THE TWO OF US OKAY OR THE TWO EXCHANGES. I THINK WHAT'S HAPPENED IN THE LAST 24 OR 48 HOURS IS A PROPOSAL IS MADE, A CONSENSUS IS CLEARLY BUILDING AND WHAT EVERYONE IS LOOKING FOR IF I'M READING EVERYONES COMMENTS INCLUDING OURS IS SAME THING. EVERYONE WANTS ACCOUNTABILITY. EVERYONE WANTS CLARITY. AND EVERYONE WANTS FAIRNESS AND I THINK THOSE ARE SUPPOSED TO BE HALLMARKS OF OUR INDUSTRY AND I THINK THEY APPEAR TO BE LACKING. THAT'S WHAT EVERYBODY'S SAYING, NOT JUST US.

WAPNER: SOME WOULD SAY PERHAPS YOU DON'T LIKE IT BECAUSE OF THE PRECEDENT THAT IT WOULD SET, GOD FORBID THERE'S ANOTHER ONE OF THESE THAT GOES BAD ON YOUR END. YOU WOULD BE ON THE HOOK.

DUNCAN NIEDERAUER: YEAH. I ACTUALLY DISAGREE WITH THAT FUNDAMENTALLY. I THINK IF YOU ARE GOING TO TALK ABOUT BEING ACCOUNTABLE, WE KNOW WE'RE IN A TECHNOLOGY BUSINESS. WE KNOW THE FATE THAT BEFELL ONE OF OUR COMPETITORS COULD BEFALL ANY ONE OF US ON ANY DAY AND WHEN IT HAPPENS YOU LIKE TO THINK YOU WOULD STAND UP AND SAY ITS TIME TO BE ACCOUNTABLE. I KNOW WE WOULD. NOW THERE IS DIFFERENT WAYS TO BE ACCOUNTABLE. WE THINK THIS IS NOTHING MORE THAN BP SAYING AFTER THE OIL SPILL INSTEAD OF COMPENSATING YOU FOR YOUR LOSSES WE'RE GOING TO GIVE YOU A VOUCHER TO BUY CHEAP GAS BUT YOU HAVE TO COME TO OUR PUMPS. I DON'T GET IT. WE'RE SUPPOSED TO BE THE STANDARD BEARERS OF ACCOUNTABILITY AND TRANSPARENCY AND FAIRNESS AND THIS DOESN'T STRIKE ANYBODY AS FAIR. IT'S NOT JUST US. I WANT TO REITERATE THAT. YOU HEARD THE FEEDBACK YESTERDAY.

WAPNER: IS THE ARGUMENT THAT THEY WOULD GAIN UNFAIR MARKET SHARE BY OFFERING THESE REBATES ESSENTIALLY FORCING PEOPLE TO COME BACK TO THEM TO DO THEIR TRADES?

DUNCAN NIEDERAUER: I THINK THAT'S AMONG THE ARGUMENTS BUT I THINK OUR POINT WOULD BE IF YOURE IN A BUSINESS AND YOU’RE GOING TO BE ACCOUNTABLE DON'T HIDE BEHIND WHAT YOU'RE LEGALLY ALLOWED TO DO. WE'RE ALL GOING TO FACE THESE TYPES OF SITUATIONS AT SOMETIME. THE MEASURE OF HOW YOU'RE THOUGHT OF IS HOW YOU BEHAVE IN THE IMMEDIATE AFTERMATH. NOT TWO OR THREE WEEKS LATER. AND I THINK PEOPLE ARE DISAPPOINTED THAT AFTER THREE WEEKS OF SILENCE, WERE GREETED WITH A CONTRIVED PROPOSAL. I DON'T WORRY ABOUT THE PRECEDENT IT SETS. WE’LL MAKE OUR OWN DECISIONS IF WERE EVER FACED WITH THIS SIMILAR SITUTATION AND I THINK I KNOW WHAT WE WOULD DO AND IT WOULDN’T BE THIS.

WAPNER: LET'S GO BACK TO THE DAY OF THE FACEBOOK IPO. ALL WE HEAR FROM YOUR GUYS ON THE FLOOR, IF THIS HAPPENED ON THE FLOOR OF THE NEW YORK STOCK EXCHANGE, YOU DAMN WELL KNOW THAT IT WOULDN'T HAVE GOTTEN OUT OF HAND BECAUSE WE HAVE GOT HUMAN BEINGS STANDING THERE. CAN YOU SAY WITH ABSOLUTE CERTAINTY YOU WOULDN'T HAVE HAD SOME OF THESE ISSUES THAT CAME ABOUT?

DUNCAN NIEDERAUER: WHO WOULD SAY THAT, SCOTT? NO ONE WOULD SAY THAT. SINCE WE WERENT THERE WE DIDN'T DO IT WE DIDN’T EXECUTE IT. ALL WE CAN REFERENCE IS THINGS LIKE IT THAT WE HAVE DONE. WE KNOW HOW WE HANDLED THOSE. WE KNOW OUR MODEL'S DIFFERENT. WE TELL EVERYBODY IT'S DIFFERENT. WE SAY YOU CAN INTERPOST HUMAN JUDGMENT IN A SITUATION LIKE THIS WHICH WE THINK IS VALUABLE. I'M NOT GOING TO SIT HERE AND SAY WE WOULD HAVE HANDLED IT FLAWLESSLY. BECAUSE WE'LL NEVER KNOW. IT DOESN'T REALLY MATTER. WHAT MATTERS IS THE CUSTOMERS WHEN THEY COME TO US, THEY KNOW WHAT THERE GOING TO GET THEY KNOW ITS A CONSISTENT EXPERIENCE AND THEY KNOW WE STAND BEHIND WHAT WE DO AND WE STAND BEHIND OUR MODEL AND HISTORICALLY IT'S WORKED. THAT’S AS MUCH AS IM GOING TO SAY ABOUT THAT.

WAPNER: LET ME ASK YOU ABOUT YOUR MODEL. THE NASDAQ OFFERS A CHEAPER MODEL IN THE WAY IT DOES ITS LISTINGS. KRAFT TODAY, A DOW COMPONENT, FIRST ONE EVER TO LEAVE THE NEW YORK STOCK EXCHANGE FOR THE NASDAQ SAYS THAT ONE OF THE REASONS IS BECAUSE OF COST EFFICIENCIES. OR WORDS TO THAT EFFECT. SO IS THERE A PROBLEM WITH THE MODEL?

DUNCAN NIEDERAUER: LET'S BE VERY CLEAR. WE HAVE SEVERAL THOUSAND LISTED COMPANIES AND WE CHARGE A PREMIUM TO A SMALL FRACTION OF THOSE AND THEY TEND TO BE THE LARGER COMPANIES. OTHERWISE THERE'S NO REAL DIFFERENCE IN FEES. IF YOU REALLY READ THE KRAFT RELEASE, WEVE WON TEVA AND AMERITRADE IN THE LAST 2 MONTHS WE HAVE LOST KRAFT. YOU WIN SOME, YOU LOSE SOME.

WAPNER: FAIR BUT THIS IS DOW COMPONENT SO PEOPLE ARE PAYING MORE ATTENTION TO IT.

DUNCAN NIEDERAUER: WE TALK ABOUT ALL OF THEM AND THE TWO COMPANIES WE WON ARE BIG COMPANIES TOO , SO LET'S JUST BE CLEAR. 8 TRANSFERS OUR WAY 3 OR 4 THE OTHER WAY, ITS COMPETITIVE. THAT'S OKAY. YOU ARE GOING TO WIN SOME YOURE GOING TO LOSE SOME. BUT WHAT I SAW IN THE KRAFT RELEASE THIS MORNING WAS THE DIFFERENCE IN FEES IS A COUPLE HUNDRED THOUSAND DOLLARS. I WOULD BE MORE INTERESTED IN CUSTOMERS ASKING A LOT MORE ABOUT THE MARKETING PACKAGE THAT WAS PRESENTED TO THEM BECAUSE THAT SEEMED TO BE THE DRIVER OF THE DECISION FROM OUR POINT OF VIEW SO I'M SURE OVER TIME WE’LL HEAR MORE FROM NASDAQ ABOUT WHAT WAS IN THAT PACKAGE. LETS SEE

WAPNER: LET'S TALK ABOUT FACEBOOK MORE SPECIFICALLY. HAVE YOU OR HAVE ANY SENIOR EXECUTIVES OR ANYBODY FOR THAT MATTER REPRESENTING THE NEW YORK STOCK EXCHANGE HAD ANY CONVERSATIONS WITH FACEBOOK ABOUT SWITCHING EXCHANGES?

DUNCAN NIEDERAUER: I THINK THEY KNOW WE'RE HERE FOR THEM. AND I WOULDN'T SPECULATE BEYOND THAT.

WAPNER: ARE YOU JUST CATEGORICALLY SAYING WE HAVE NOT SPOKEN? YOU HAVEN'T SPOKEN TO – MARK ZUCKERBERG, SHERYL SANDBERG

DUNCAN NIEDERAUER: I HAVEN'T SPOKEN TO MARK OR SHERYL. NO

WAPNER: IS THERE A LIKELIHOOD YOU VIEW THIS – YOU OBVIOUSLY MUST VIEW THIS AS AN OPPORTUNITY.

DUNCAN NIEDERAUER: SURE WE DO. WE LIKE TO WIN WE LIKE TO WIN THE RIGHT WAY. IT TURNS OUT THEY'RE THE CUSTOMER. SO WHY DON'T WE LET THE CUSTOMERS DECIDE WHAT THEY LIKE TO DO? THAT WOULD BE MY VIEW.

WAPNER: WHAT ARE YOU DOING TO TRY AND USE THIS TO YOUR ADVANTAGE? YOU WORKING THE PHONES? CALLING COMPANIES ON THE FENCE, CALLING COMPANIES THAT MAY LIST TWO, THREE, FOUR WEEKS FOUR MONTHS FROM NOW?

DUNCAN NIEDERAUER: YOU HAVE SEEN FROM OUR BEHAVIOR HOW WEVE BEHAVED IN THE WAKE OF THIS. WE ARE NOT GOING TO CHANGE OUR BEHAVIOR. WE LIKE TO WIN. OUR CULTURE LIKES TO WIN THE RIGHT WAY. THE CUSTOMERS ARE SMART. THEY CAN SEE WHAT'S HAPPENING. I DO THINK IT WILL CHANGE THE SHAPE OF THE PIPELINE. THEY'LL MAKE THOSE DECISIONS. THEY KNOW WHAT WE STAND FOR. AND I THINK THIS ILLUMINATED THE DIFFERENCES IN THE MODELS AND THAT’S SOMETHING WE'RE PROUD OF.

WAPNER: CHANGING THE SHAPE OF THE PIPELINE, DOES THAT MEAN THAT FACEBOOK IS GOING TO HAVE A LASTING IMPACT ON THE NUMBER OF COMPANIES, THE WAY THEY GO PUBLIC, HOW SOON THEY GO PUBLIC?

DUNCAN NIEDERAUER: YEAH I WOULDN'T GO THAT FAR, SCOTT. BUT I WOULD SAY IN THE SHORT RUN THIS CLEARLY ERODED INVESTOR CONFIDENCE, THE WAY THIS WAS HANDLED AND I THINK UNTIL PEOPLE GET THEIR QUESTIONS ANSWERED IT'S DEFINITELY SLOWED DOWN THE PIPELINE. RIGHT? YOU HAVE HEARD ME TALK ABOUT IT BEFORE ON YOUR SHOW. THE PIPELINE RIGHT NOW LOOKS GREAT. THE QUESTION IS WHAT IS THE LASTING IMPACT ON THIS? IT'S HARD TO TELL YET. RIGHT? BECAUSE IT'S COINCIDED WITH A LITTLE MORE MARKET VOLATILITY. SO MAYBE THAT’S WHAT SLOWED THE PIPELINE AND IT HAS NOTHING TO DO WITH FACEBOOK BUT THAT’S WHY WERE SO FOCUSED ON THIS AS AN INDUSTRY. THAT'S WHERE YOU SEE THE CONSENSUS DEVELOPING BECAUSE THE EASIEST WAY TO GET THAT CONFIDENCE BACK AND TO RESTORE IT IS TO COME OUT WITH A CLEAR AND FAIR PROPOSAL TO SAY, WE MADE A MISTAKE. IT'S OKAY. IT COULD HAPPEN TO ANYONE. WE'RE GOING TO FIX IT, WE’RE GOING TO ACT SWIFTLY AND WE’RE GOING TO DO IT IN A CLEAR AND FAIR WAY AND THEN WE MOVE ON AND THAT RESTORES CONFIDENCE. THAT'S OUR JOB. THAT'S WHAT WE'RE ASKING FOR.

WAPNER: OUR OWN STEVE LIESMAN DOES THIS ALL AMERICA SURVEY ON BEHALF OF CNBC AND TALKS TO MANY INVESTORS, MARKET PARTICIPANTS, ET CETERA. 40% OF THE PEOPLE THAT HE SPOKE WITH THINKS THE MARKET IS RIGGED AGAINST THEM. IT SPEAKS TO INVESTOR CONFIDENCE YOU HAVE THE JPMORGAN SITUATION. YOU HAVE THE FACEBOOK SITUATION. MANY OTHER SITUATIONS THAT WE COULD CITE. HOW DO WE GET CONFIDENCE BACK IN THESE MARKETS?

DUNCAN NIEDERAUER: IT'S AN UNFORTUNATE SERIES OF EVENTS AND THE WAY YOU GET IT BACK, IN MY VIEW, IS MISTAKE ARE GOING TO HAPPEN. PEOPLE ARE GOING TO REACT TO THEM. IT'S HOW YOU STAND UP IN THE WAKE OF THAT AND THAT'S REALLY WHAT THE INDUSTRY'S ASKING FOR IN THIS SITUATION. I THINK. THAT'S WHAT WE SHOULD ALL BE ASKING FOR BECAUSE WE REPRESENT A LOT OF PEOPLE WE'LL NEVER MEET. WE REPRESENT ALL THE INDIVIDUAL INVESTORS THAT WANT TO TRANSACT IN THESE MARKETS AND UNTIL WE MAKE IT CLEAR TO THEM, THAT YES, FROM TIME TO TIME, THINGS HAPPEN BUT THIS IS WHAT WE'RE DOING ABOUT IT. I DON'T BLAME THEM FOR BEING NERVOUS AND ANXIOUS. RIGHT? YOU AND I WOULD BE TOO. RIGHT?

WAPNER: SURE LETS TALK SPECIFICALLY ABOUT YOUR BUSINESS. SPOKE WITH RICH REPETTO.WHO WAS JUST SITTING HERE. THE HEADWINDS YOU'RE FACING AND YOUR COMPETITORS ARE FACING ARE PRETTY DRAMATIC. LOW INTEREST RATES EQUITY TRADING VOLUMES ARE DOWN. WE MENTIONED INVESTOR CONFIDENCE. THE REGULATORY ENVIRONMENT, YOU KNOW BETTER THAN MOST, DOESN'T ALLOW YOU TO DO MANY DEALS THESE DAYS IN THE BUSINESS YOU'RE IN. HOW DO YOU GROW YOUR BUSINESS?

DUNCAN NIEDERAUER: THANKS FOR BEING SO OPTIMISTIC THERE.

WAPNER: WELL, NO, SERIOUSLY. AGAINST ALL THAT THAT'S WHAT YOU GUYS ARE TALKING ABOUT DOWN THERE, ISN'T IT?

DUNCAN NIEDERAUER: LOTS OF HEADWINDS. NO ONE KNOWS WHETHER THIS IS THE NEW NORMAL OR NOT. SO YOU CONTROL WHAT YOU CAN CONTROL RIGHT YOU AND I DON’T CONTROL THE LEVEL OF INTEREST RATES. WE DON'T CONTROL CURRENCY RATES WE DON’T CONTROL VOLUMES. ALL WE CAN DO IS OPERATE OUR BUSINESS. THERE ARE DAYS WHERE IT FEELS LIKE A BIG HEADWIND BUT YOU DO WHAT YOU CAN DO. YOU THINK ABOUT RETURNING CASH TO INVESTORS. YOU TIGHTEN THE BELT IF YOU HAVE TO. YOU MAKE SENSIBLE GROWTH INVESTMENTS AND THAT'S WHAT WE'RE DOING AND THAT’S WHAT WE OUTLINED TODAY.

WAPNER: ASSESS WHERE WE ARE FROM YOUR VIEW WHERE YOU SIT OF THE ECONOMY RIGHT NOW. WE JUST LISTENED TO PRESIDENT OBAMA MAKE A SPEECH ABOUT THE ECONOMY. MADE SOME COMMENTS ABOUT EUROPE AND SPOKE ABOUT JOBS. YOU WILL GET UP FROM HERE AND FLY TO CHICAGO AND MEET WITH PRESIDENT CLINTON WHOSE HOLDING A CLINTON GLOBAL INITIATIVE. GIVE ME YOUR FIRST REACTION. I'M SURE YOU HEARD THE COMMENTS THE PRESIDENT GAVE TO MARIA REGARDING TAX CUTS. LET ME JUST ASK YOU ABOUT THAT. DO YOU AGREE THAT THEY SHOULD BE EXTENDED? MAYBE NOT PERMANENTLY.

DUNCAN NIEDERAUER: I DO.

WAPNER: YOU DO?

DUNCAN NIEDERAUER: I DO, YEP. I THINK THE ECONOMY NEEDS THAT JOLT RIGHT NOW. I THINK THE U.S. ECONOMY IS DOING BETTER THAN WE THINK IT IS BUT I CERTAINLY WOULD RENEW THE TAX CUTS AND I THINK WHAT WE'RE EXCITED ABOUT THIS AFTERNOON IS THE PRESIDENT INVITED ME TO COME OUT TO BE AT CGI THIS AFTERNOON. HE SAW WHAT WE WERE DOING WITH THE BIG START-UP INITIATIVE AND WHAT THAT’S ALL ABOUT IS TAKING THE COMPANIES THAT ARE IN OUR COMMUNITY AND HAVING THEM HELP SMEs BOTH BY DELIVERING INTELLECTUAL CAPITAL AND, YOU KNOW, AND WORKING CAPITAL TO THOSE COMPANIES. THAT'S A GREAT INITIATIVE. WE THINK IT'S ABOUT MAIN STREET IT HAS NOTHING TO DO WITH COMPANIES GOING PUBLIC AND I THINK THE FACT THAT THE PRESIDENT RECOGNIZED THAT,AND INVITED US TO COME OUT AND TALK ABOUT IT THAT'S GREAT. WE'RE FLATTERED. SO I AM GOING TO GET OUT OF HERE SHORTLY.

WAPNER: SAFE TRAVELS. ENJOY YOUR TRIP UP THERE.

DUNCAN NIEDERAUER: THANK YOU, SCOTT.

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