NYSE Group, Inc. – ‘8-K’ for 12/14/06

On:  Friday, 12/15/06, at 4:59pm ET   ·   For:  12/14/06   ·   Accession #:  898822-6-1476   ·   File #:  1-32829

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         3     11K 
 2: EX-10       10.1 - John Thain Compensation Arrangement Letter      2     13K 

8-K   —   Current Report
Document Table of Contents

8-K
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 DECEMBER 14, 2006
Date of Report (Date of earliest event reported)

NYSE GROUP, INC.
(Exact name of registrant as specified in its charter)

 DELAWARE                     001-32829                 20-2786071
(State or other jurisdiction   (Commission File Number)      (IRS Employer      
  of incorporation)                                      Identification No.)

11 WALL STREET                                              
NEW YORK, NEW YORK                                   10005      
(Address of principal executive offices)                   (Zip Code)           

Registrant's telephone number, including area code: (212) 656-3000

NOT APPLICABLE
 (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to           
simultaneously satisfy the filing obligation of the registrant under any of the 
following provisions:                                                           

[ ]   Written communications pursuant to Rule 425 under the Securities Act (17  
CFR 230.425)                                                        

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)                                                         

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the       
Exchange Act (17 CFR 240.14d-2(b))                                  

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the       
Exchange Act (17 CFR 240.13e-4(c))                                  

8-K
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ITEM 5.02  DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;   
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS  

(e)     COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS                           

As previously disclosed, the board of directors of NYSE Group, Inc. ("NYSE      
Group") had proposed to John A. Thain, Chief Executive Officer of NYSE Group, an
amendment to the letter agreement governing the terms of his employment that    
would reduce his annual base salary to $750,000, create a performance based     
incentive compensation with cash and equity targets totaling $5.25 million, for 
a total compensation target of $6 million, and cause him to participate in the  
benefit plans currently available to senior executives. On December 14, 2006,   
Mr. Thain entered into a new Letter Agreement, effective as of April 17, 2006,  
with NYSE Group, amending his previous Letter Agreements with New York Stock    
Exchange, Inc. dated January 1, 2004 and December 4, 2004, respectively, and    
effecting the terms of the board's proposal. A copy of this Letter Agreement is 
attached hereto as Exhibit 10.1 and incorporated herein by reference. Also as   
previously disclosed, in anticipation of the execution of the new letter        
agreement, Mr. Thain's annual base salary was reduced to $750,000 as of April   
17, 2006.                                                                       

ITEM 9.01  FINANCIAL STATEMENTS AND EXHIBITS                                    

(d)     EXHIBITS                                                                

EXHIBIT                             DESCRIPTION                                 
NUMBER                                                                          

10.1      Letter Agreement, dated as of April 17, 2006, by and between NYSE     
Group, Inc. and John A. Thain.                              

8-K
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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the        
registrant has duly caused this report to be signed on its behalf by the        
undersigned hereunto duly authorized.                                           

                    NYSE GROUP, INC.

Dated: December 15, 2006                  By:    /s/ Rachel F. Robbins          
                                                 -------------------------------
                             Name:   Rachel F. Robbins
                                    Title:  Executive Vice President
                                   General Counsel

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
Filed on:		12/15/06		3
For Period End:		12/14/06		1		2			425
		4/17/06		2
		12/4/04		2
		1/1/04		2
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