NASDAQ OMX Group (NDAQ)

TO AMEND NASDAQ’S CERTIFICATE OF INCORPORATION TO CONFORM TO NASDAQ’S PENDING APPLICATION FOR REGISTRATION AS A NATIONAL SECURITIES EXCHANGE

At our 2005 annual meeting of stockholders, Holders approved the reorganization of Nasdaq into a new holding company structure through transfer of all or substantially all of our assets and liabilities to one or more of its subsidiaries (the “Restructuring”). The purpose of the Restructuring was to facilitate our discussions with the SEC concerning our application to register as a national securities exchange, to create a holding company structure similar to that adopted by other public companies that operate equity and futures markets and to generally improve Nasdaq’s organizational structure. After the Restructuring is implemented and subject to SEC approval, Nasdaq, the publicly-owned company, will become a holding company and one of its subsidiaries (“Exchange LLC”) will become registered as the national securities exchange and will be vested with the obligations associated with the operation of The Nasdaq Stock Market.

In order to reflect this new structure and to ensure that Nasdaq’s Certificate of Incorporation comports with its proposed role as a holding company of a self-regulatory organization, Holders are being asked at the special meeting to approve certain amendments to its Certificate of Incorporation (the “Holdco Amendments”). With one exception described below, the Holdco Amendments would be filed with the Secretary of State of the State of Delaware and take effect only upon the registration of Exchange LLC as a national securities exchange. The remainder of the Holdco Amendments would be abandoned if such registration does not occur. The Nasdaq Board believes that the Holdco Amendments are a necessary step to continue the process of exchange registration. This proposal is not related to the New Notes discussed in Proposal I and Proposal II.