NASDAQ OMX Group (NDAQ)

Available Shares

Under the Equity Plan, the management compensation committee is currently authorized to grant awards to acquire up to a total of 24.5 million shares of NASDAQ OMX’s authorized, but unissued or reacquired, common stock, par value $0.01 per share. The total number of shares available is subject to adjustment in certain cases to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Equity Plan.

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As of March 31, 2008, 29,539,088 shares had been granted under the Equity Plan, of which 9,876,052 were cancelled and 187,818 were surrendered for taxes. As a result, 5,024,782 shares are available under the Equity Plan for future grants.

The amendments proposed in this proxy statement would increase the number of authorized shares under the Equity Plan by 5.0 million shares to a total of 29.5 million shares.

Available Shares

Under the Equity Plan, the management compensation committee is authorized to grant options and other stock awards to acquire up to a total of 24.5 million shares of Nasdaq’s authorized, but unissued or reacquired, common stock, par value $0.01 per share. The total number of shares available is subject to adjustment in certain cases to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Equity Plan.

As of March 31, 2007, 28,127,504 shares had been granted under the Equity Plan, of which 8,922,099 were cancelled and 117,189 were surrendered for taxes. As a result, 5,411,784 shares are available under the Equity Plan for future grants.