NASDAQ OMX Group (NDAQ)

Compensation of the CEO and President

For 2005, Robert Greifeld, President and CEO of Nasdaq, received an annual salary of $790,000 and cash incentive bonus of $3,325,000, which was paid in February 2006. For 2005, Mr. Greifeld’s employment agreement set his annual salary at $790,000 and a target cash incentive bonus opportunity of $1,750,000, which was not guaranteed and subject to discretionary increase based on performance goals as established by the Committee in March 2005 for the ECIP. As with other executive officers, Mr. Greifeld’s performance goals were tied to Nasdaq’s operating income (75% in the case of Mr. Greifeld), and the annual employee satisfaction index results (10% in the case of Mr. Greifeld). The remaining 15% of Mr. Greifeld’s performance goals were tied to Nasdaq’s total revenue. As noted previously, objective performance goals allow bonus payouts of up to 200% of the target bonus opportunity in the event the actual goal results exceed the targets established. Mr. Greifeld earned $2,625,000 for the operating income portion of his target bonus, $175,000 for the results of the annual employee satisfaction index and $525,000 for the total budgeted revenue, for a total of $3,325,000.

In accordance with his employment agreement, Mr. Greifeld was awarded 100,000 shares of restricted stock in May 2005 under the Equity Plan, which will vest as follows: 33,000 shares on May 12, 2006, 33,000 shares on May 12, 2007, and 34,000 shares on May 12, 2008.

The following table provides a concise overview of Mr. Greifeld’s 2005 total compensation:

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The Committee is pleased to submit this report to the holders of Nasdaq securities with regard to the above matters.

Respectfully submitted,

The Management Compensation Committee

Michael Casey, Chairperson

Lon Gorman

Glenn Hutchins

Arvind Sodhani

Thomas Stemberg

Deborah Wince-Smith

Compensation of the CEO and President

In 2004, Robert Greifeld, President and CEO of Nasdaq, received an annual salary of $790,000 and cash incentive bonus of $3,000,000, which was paid in February 2005. For 2004, Mr. Greifeld’s employment agreement set his annual salary at $790,000 and a guaranteed minimum cash incentive bonus at $790,000, with the cash incentive bonus subject to discretionary increase based on performance goals as established by the Committee in February 2004 for the ECIP. As with other executive officers, Mr. Greifeld’s performance goals were tied to Nasdaq’s operating income (90% in the case of Mr. Greifeld) and the annual employee satisfaction index results (10% in the case of Mr. Greifeld) and his target bonus opportunity was set at $1,750,000. As noted previously, objective performance goals allow bonus payouts of up to 200% of the target bonus opportunity for

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the financial goals in the event the actual goal results exceed the targets established. Primarily due to Nasdaq’s net operating income being above the ceiling for 2004, Mr. Greifeld earned $3,150,000 for the operating income portion of his target bonus and $140,000 for the results of the annual employee satisfaction index, for a total of $3,290,000. However, Mr. Greifeld’s cash incentive award was limited to $3,000,000 in accordance with the terms of the ECIP.

In accordance with his employment agreement, Mr. Greifeld was awarded 100,000 shares of restricted stock in May 2004 under the Equity Plan, which will vest as follows: 33,000 shares on May 12, 2005, 33,000 shares on May 12, 2006, and 34,000 shares on May 12, 2007. Mr. Greifeld will be awarded 100,000 shares of restricted stock in May 2005, which is the final award to be granted in accordance with his employment agreement.

The Committee is pleased to submit this report to the Holders with regard to the above matters.

Respectfully submitted,

The Management Compensation Committee

Michael Casey, Chairperson

Arvind Sodhani

Fred D.Thompson

John P. Havens

Deborah Wince-Smith