NASDAQ OMX Group (NDAQ)

AMEND NASDAQ’S RESTATED CERTIFICATE OF INCORPORATION

Nasdaq’s Certificate of Incorporation provides in Article Fifth, paragraph B that the Nasdaq Board be divided into three classes, with one class elected at each annual meeting and members of each class serving three-year terms. The Certificate of Incorporation and Nasdaq’s By-Laws provide, in accordance with Delaware law applicable to classified boards of directors, that directors may be removed only for cause. This system for electing directors was established in June 2000 while Nasdaq was still a wholly-owned subsidiary of NASD in anticipation of NASD’s sale of a portion of its interest in Nasdaq in 2000 and 2001 that led to Nasdaq becoming a publicly-traded corporation.

The Nasdaq Board believes that determination of whether a classified board of directors serves the interests of stockholders of a corporation requires an examination of all relevant factors by the directors and stockholders of the corporation. After consideration of Nasdaq’s particular situation, including its unique role as regulator and operator of a securities market, Nasdaq’s Board has unanimously approved, and recommends to stockholders that they consider and approve, a proposal to amend the Certificate of Incorporation to phase out the current classifications and provide for the annual election of the entire Board of Directors. The Nasdaq Board believes that the annual election of directors may serve Nasdaq’s investors by enhancing accountability through more frequent elections. The Nasdaq Board also believes that the size and diversified experience of the Board of Directors are likely to assist Nasdaq in retaining seasoned directors despite more frequent election. While a classified board generally may discourage takeover attempts because the extended terms of directors can delay a change in control of the board of directors, the Nasdaq Board does not believe that there is a clear consensus on whether this is a positive or negative result for stockholders.

In order to ensure a smooth transition to the system of annual election of the entire Board of Directors, the proposed amendment would not shorten the terms of directors elected prior to the annual meeting. As a result, the terms of Class 2 directors, who are up for election at the annual meeting, would be for one year and would expire at the 2006 annual meeting if the amendment is approved by stockholders. Class 1 and Class 3 directors would continue to serve until their current terms expire in 2007 and 2006, respectively, and annual election would apply to these directors thereafter. Directors elected by the Nasdaq Board to fill vacancies that may arise will serve for the remainder of the term of the class to which the director was elected. Beginning in 2007, the classification of the Nasdaq Board would end and all directors would be subject to annual election.

The proposed amendment to the Certificate of Incorporation also would delete the existing requirement which provides, in accordance with the provisions of Delaware law applicable to classified boards of directors, that directors may be removed only for cause. Under Delaware law, directors of companies that do not have classified boards may be removed by stockholders with or without cause.

The Nasdaq Board has approved conforming amendments to Nasdaq’s By-Laws that would be effective only in the event the proposed amendment is approved by the Holders at the annual meeting.

The Certificate of Incorporation and By-Laws are considered rules of a self-regulatory organization under the Exchange Act. As such, amendments to these documents must be filed with the SEC. Nasdaq has filed the proposed amendment to the Certificate of Incorporation with the SEC and, if approved by the SEC, and by Holders at the meeting, Nasdaq will promptly file the amendment with the Secretary of State of the State of Delaware, whereupon it will immediately be effective.

The complete text of the proposed amendment to the Certificate of Incorporation is attached as Annex A to this proxy statement.