NASDAQ OMX Group (NDAQ)

Annual Non-Employee Director (“Director”) compensation will be based on a compensation year in connection with the Annual Meeting. This enables Directors to receive equity immediately following election and appointment to the Board at the annual shareholders meeting.

Annual Retainer compensation will be equal to a total value of $75,000 for each Director, other than the Chairman of the Board and the Deputy Chairman of the Board.

Annual Retainer compensation will be equal to a total value of $125,000 for the Chairman of the Board.

Annual Retainer compensation will be equal to a total value of $95,000 for the Deputy Chairman of the Board.

Directors may annually elect to receive 100% or 50% of the Annual Retainer compensation in cash, equity, or two equal portions of cash and equity. If selected, the equity portion of the annual retainer will be paid in the form of equity awards permitted under The Nasdaq OMX Group, Inc. Equity Incentive Plan (the “Equity Plan”) to be awarded automatically on the date of the annual shareholders meeting immediately following election and appointment to the Board. Each Director will have the opportunity to make this election during the thirty (30) day period preceding the annual shareholders meeting.

Directors will be given an opportunity to review the Director Compensation Policy in advance of the shareholders meeting, and will be asked to make the election prior to the shareholders meeting if a grant of equity is requested. If the Director declines to make an election, the entire Annual Retainer will be paid in cash.

Calculation of the number of shares of equity to be awarded to Directors who elect to receive part or all of their annual retainer in equity will be valued at 100% of face value and based on the closing price of Common Stock on the date of the grant. Equity awards are non-transferable and must be issued to the Director.

The cash portion selected will be paid quarterly on arrears, in equal installments, no later than the fifteenth day of the third month following

the end of the quarter; provided, however, that a Director will have a right to receive a cash payment for any given quarter only if that person serves as a Director during all or a portion of that quarter, with the cash payment for a quarter being prorated in the case of a person who serves as a Director during only a portion of a quarter (other than on account of death or disability).

All Director equity awards will be granted under the Equity Plan.

A Director appointed after the annual shareholders meeting will be eligible to receive a prorated share of the annual retainer compensation.

Annual Non-Employee Director (“Director”) compensation will be based on a compensation year in connection with the Annual Meeting. This enables Directors to receive equity immediately following election and appointment to the Board at the annual shareholders meeting.

Annual Retainer compensation will be equal to a total value of $75,000 for each Director, other than the Chairman of the Board and the Deputy Chairman of the Board.

Annual Retainer compensation will be equal to a total value of $125,000 for the Chairman of the Board.

Annual Retainer compensation will be equal to a total value of $95,000 for the Deputy Chairman of the Board.

Directors may annually elect to receive 100% or 50% of the Annual Retainer compensation in cash, equity, or two equal portions of cash and equity. If selected, the equity portion of the annual retainer will be paid in the form of RSAs to be awarded automatically on the date of the annual shareholders meeting immediately following election and appointment to the Board. Each Director will have the opportunity to make this election during the thirty (30) day period preceding the annual shareholders meeting.

Directors will be given an opportunity to review the Director Compensation Policy in advance of the shareholders meeting, and will be asked to make the election prior to the shareholders meeting if a grant of RSAs is requested. If the Director declines to make an election, the entire Annual Retainer will be paid in cash.

Calculation of the number of shares of restricted stock to be awarded to Directors who elect to receive part or all of their annual retainer in restricted stock will be valued at 100% of face value and based on the closing price of Common Stock on the date of the grant . Restricted stock awards are non-transferable and must be issued to the Director.

The cash portion selected will be paid quarterly in equal installments.

All Director RSAs will be granted under The NASDAQ OMX Group, Inc. Equity Incentive Plan (the “Equity Plan”).

A Director appointed after the annual shareholders meeting will be eligible to receive a prorated share of the annual retainer compensation.