NASDAQ OMX Group (NDAQ)

Director Compensation

Annual non-employee director compensation is based upon a compensation year beginning and ending in May. Employee directors do not receive compensation for serving on the board of directors. In March 2006, the Management Compensation Committee of the Nasdaq board approved modifications to the Board Compensation Policy that will become effective May 23, 2006. The following table shows compensation for non-employee directors under the new policy as compared to the policy in place for the prior compensation year:

Each non-employee director may elect to receive the annual board retainer in cash, payable in equal quarterly installments, shares of restricted stock or a combination of one-half in restricted stock and one-half in cash. The annual equity award and any restricted shares elected as part of the annual retainer will be awarded automatically to directors on the date of the annual stockholders meeting immediately following election and appointment to the board and will vest two years from the date of grant. The number of shares of restricted stock to be awarded is calculated based on the closing price of the common stock on the date prior to the grant. Unvested shares are forfeited in certain circumstances upon termination of the director’s service on the Nasdaq board.

The payments to committee chairs and members of the Audit Committee are made in lump sum cash payments at the beginning of the annual compensation cycle in May. Board and committee meeting fees will be paid in arrears on a quarterly basis. Directors do not receive retirement, health or life insurance benefits. One incumbent director elected to waive compensation for services rendered for 2005.

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Director Compensation

Employee directors do not receive additional compensation for serving on the Board of Directors. All non-employee directors other than the Chairman of the Board are entitled to receive a compensation package valued at $50,000 for their services for each May through April. Each non-employee director may elect to receive the compensation package in cash, payable in equal quarterly installments, shares of restricted stock, a combination of one-half in stock and one-half in cash or waive their right to receive any compensation. Calculation of the number of shares of restricted stock to be awarded is based on the closing price of the common stock on the date prior to the grant. The shares of restricted stock will vest two years from date of grant and unvested shares are forfeited in certain circumstances upon termination of the director’s service on the Nasdaq Board. Directors who chair committees of the Nasdaq Board are entitled to receive a payment of $15,000 for their serving as committee chairperson. Directors who are members of the Audit Committee are entitled to receive a payment of $5,000 for their services to this committee. These additional payments to committee chairs and members of the Audit Committee are made in lump sum cash payments at the beginning of the annual compensation cycle in May. Directors do not receive retirement, health or life insurance benefits and do not receive additional fees for meeting attendance. One incumbent director elected to waive all compensation for services rendered in 2004. The non-executive Chairman of the Board is entitled to receive a total compensation package valued at $150,000 per year. The Chairman is entitled to receive $100,000 in cash and a grant of shares of restricted stock in the value of $50,000 based on the fair market value of common stock on the date of grant.

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