NASDAQ OMX Group (NDAQ)

2.50% Convertible Senior Notes due 2013

In the first quarter of 2008, in connection with the business combination with OMX AB, we completed the offering of $475 million aggregate principal amount of 2.50% convertible senior notes due 2013. In the first quarter of 2009, we repurchased $24 million principal amount of the notes for a cash payment of $20 million and recognized a pre-tax gain on the early extinguishment of debt of $4 million, net of debt issuance and other costs of $0.4 million which is recorded in general, administrative and other expense in the Condensed Consolidated Statements of Income for the three months ended March 31, 2009. The aggregate principal amount outstanding on these notes as of December 31, 2008 was $475 million. As a result of this repurchase, the remaining aggregate principal amount outstanding on these notes as of March 31, 2009 was $451 million. It is our intent and policy to settle the principal amount of the notes in cash and we are permitted to settle the conversion premium in shares of our common stock or cash.

2.50% Convertible Senior Notes due 2013

In the first quarter of 2008, in connection with the business combination with OMX AB, we completed the offering of $475.0 million aggregate principal amount of 2.50% convertible senior notes due 2013. It is our intent and policy to settle the principal amount of the notes in cash and we are permitted to settle the conversion premium in shares of our common stock or cash.

2.50% Convertible
Senior Notes due 2013

In the first quarter of 2008,
in connection with the business combination with OMX AB, we completed the offering of $475.0 million aggregate principal amount of 2.50% convertible senior notes due 2013. It is our intent and policy to settle the principal amount of the notes in
cash and we are permitted to settle the conversion premium in shares of our common stock or cash.

FACE="Times New Roman" SIZE="2">Credit Facilities

SIZE="2">In the first quarter of 2008, we entered into the Credit Facilities to finance the business combination with OMX AB, the acquisition of PHLX and the Nord Pool transaction. The Credit Facilities provide for up to

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$2,075.0 million of debt financing, which includes (i) a five-year, $2,000.0 million senior secured term loan facility which consists of (a) a
$1,050.0 million term loan facility allocated to the OMX AB business combination, (b) a $650.0 million term loan facility allocated to our acquisition of PHLX and (c) a $300.0 million term loan facility allocated to fund the Nord Pool
transaction and (ii) a five-year, $75.0 million senior secured revolving credit facility. At December 31, 2008, the revolving credit facility was unused. Total debt obligations outstanding under the Credit Facilities at December 31,
2008 were $1,925.0 million.

Under the provisions of our Credit
Facilities, we are required to maintain approximately 30% of our debt structure on a fixed rate basis for two years from the date of the credit agreement. As such, in August 2008, we entered into interest rate swap agreements that effectively
converted $200.0 million of funds borrowed under our Credit Facilities, which is floating rate debt, to a fixed rate basis through August 2011. The interest rate swap was fixed to a LIBOR base rate of 3.73% plus the current credit spread of 200
basis points as of December 31, 2008. The credit spread (not to exceed 200 basis points) is subject to change based upon the leverage ratio in accordance with the Credit Facilities. See Note 17, “Derivative Financial Instruments and
Hedging Activities,” to the consolidated financial statements for further discussion.

FACE="Times New Roman" SIZE="2">In addition to the $75.0 million revolving credit facility discussed above, we have credit facilities related to our clearinghouses in order to meet liquidity requirements. These credit facilities, which are available
in multiple currencies, primarily Swedish Krona, totaled $245.8 million at December 31, 2008, of which $4.4 million was drawn and was included in other accrued liabilities in the Consolidated Balance Sheets.

2.50% Convertible Senior Notes Due 2013

On February 26, 2008, Nasdaq completed the offering of $425 million aggregate principal amount (the “Initial Notes”) of its 2.50% Convertible Senior Notes due 2013 (the “Notes”). On February 29, 2008, the initial purchasers notified Nasdaq of their intention to exercise in full their over-allotment option to purchase up to an additional $50 million aggregate principal amount of Notes (the “Additional Notes”). The closing for the sale of the Additional Notes will occur on March 5, 2008. The Initial Notes were (and the Additional Notes will be) sold to the initial purchasers in a private placement (the “Notes Offering”), in reliance on the exemption from registration provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) and were (or, in the case of the Additional Notes, will be) resold by the initial purchasers to “qualified institutional buyers” pursuant to the exemption from registration provided by Rule 144A under the Securities Act. In connection with the offering of the Notes, Nasdaq entered into an indenture and a registration rights agreement.

Indenture

The Notes bear interest at a rate of 2.50% per year. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, beginning August 15, 2008. The Notes will mature on August 15, 2013, subject to earlier repurchase or conversion.

Holders may convert their Notes at their option at any time prior to the close of business on the business day immediately preceding the maturity date for such Notes under the following circumstances: (1) during any fiscal quarter after the fiscal quarter ending June 30, 2008 (and only during such fiscal quarter), if the last reported sale price of Nasdaq’s common stock for at least 20 trading days in the period of 30 consecutive trading days ending on the last trading day of the immediately preceding fiscal quarter is equal to or more than 130% of the conversion price of the Notes on the last day of such preceding fiscal quarter; (2) during the five business-day period after any five consecutive trading-day period, or the measurement period, in which the trading price per $1,000 principal amount of the Notes for each day of that measurement period was less than 98% of the product of the last reported sale price of Nasdaq’s common stock and the conversion rate of the Notes on each such day; or (3) upon the occurrence of certain corporate transactions. In addition, holders may also convert their Notes at their option at any time beginning on May 15, 2013, and ending at the close of business on the business day immediately preceding the maturity date for the Notes, without regard to the foregoing circumstances. Upon conversion, Nasdaq will pay or deliver, as the case may be, cash, shares of

Nasdaq common stock or a combination thereof at Nasdaq’s election. The initial conversion rate for the Notes will be 18.1386 shares of Nasdaq common stock per $1,000 principal amount of Notes, equivalent to an initial conversion price of approximately $55.13 per share of common stock. Such conversion rate will be subject to adjustment in certain events but will not be adjusted for accrued interest, including any additional interest.

Following certain corporate transactions, Nasdaq will increase the applicable conversion rate for a holder who elects to convert its Notes in connection with such corporate transactions by a number of additional shares of common stock.

Nasdaq may not redeem the Notes prior to their stated maturity date. If Nasdaq undergoes a fundamental change, holders may require it to purchase all or a portion of their Notes for cash at a price equal to 100% of the principal amount of the Notes to be purchased plus any accrued and unpaid interest, including any additional interest, to, but excluding, the fundamental change purchase date.

The Indenture contains customary events of default.

The Notes and the underlying Nasdaq common stock issuable upon conversion of the Notes have not been registered under the Securities Act or the securities laws of any jurisdiction and are subject to certain restrictions on transfer.

Registration Rights Agreement

On February 26, 2008, Nasdaq entered into a registration rights agreement with the initial purchasers for the benefit of holders of the Notes (the “Registration Rights Agreement”). Pursuant to the Registration Rights Agreement, in the event that “registrable securities” are held by non-affiliates on the day that is six months after the last date of original issuance of the Notes, Nasdaq will file, and have declared effective, by such date a shelf registration statement under the Securities Act to register resales of the registrable securities. “Registrable securities” is defined in the Registration Rights Agreement to mean the Notes and any shares of Nasdaq Common Stock into which the Notes are convertible, excluding any Notes or shares of Nasdaq Common Stock into which the Notes are convertible that are eligible to be sold to the public pursuant to Rule 144 under the Securities Act on any relevant date of determination.

If at anytime thereafter, Nasdaq is not current on its reporting obligations under the Securities Exchange Act of 1934, as amended, it will file and have declared effective a shelf registration statement covering the resale of the registrable securities and use its best efforts to keep any such shelf registration statement effective until the earliest of:

Nasdaq is permitted to suspend the use of the prospectus that is a part of such shelf registration statement for a period not to exceed an aggregate of 30 days in any 90-day period or an aggregate of 90 days in any 12-month period under certain circumstances relating to pending corporate developments, public filings with the Securities and Exchange Commission (the “Commission”) and similar events.

Nasdaq also agreed to file with, and have declared by, the Commission a shelf registration statement for any holder of registrable securities from the day that is six months after the last date of original issuance of the Notes until one year from the last date of the original issuance of the Notes, provided that such holder of registrable securities has requested such registration at least 30 days prior to the date such shelf registration statement is to be filed.

In addition, as of the one year-anniversary of the last date of original issuance of the notes, Nasdaq will remove restrictive legends from the Notes and any shares of Nasdaq Common Stock issued upon conversion of the Notes.

Subject to certain exceptions, if Nasdaq does not file a shelf registration for holders of registrable securities (or the prospectus contained therein ceases to be usable in connection with resales of Notes and any Nasdaq Common Stock issuable upon conversion of the Notes) or fails to remove the restrictive legends within the specified time periods, Nasdaq will pay additional interest on the Notes.