NASDAQ OMX Group (NDAQ)

Employment Agreements

NASDAQ OMX currently has employment agreements with two of its named executive officers, Messrs. Greifeld and Knight.

Robert Greifeld

On December 13, 2006, Nasdaq’s board of directors approved the terms and conditions of an amended and restated employment agreement with Robert Greifeld, our Chief Executive Officer, effective as of January 1, 2007.

The agreement has an initial term ending on December 31, 2010. The agreement will automatically extend for one-year renewals thereafter unless either party, at least 180 days prior to the expiration of the initial term or a renewal period, gives notice of its intent not to extend the agreement.

The agreement provides for:

Under the agreement, Mr. Greifeld will be granted 80,000 performance share units annually for four years beginning in 2007. Each annual award will be subject to a three-year performance cycle and will be payable only if Mr. Greifeld is still employed by the company at the end of the performance period. For example, the 80,000 unit award granted in 2007 will be subject to a performance cycle from January 2007 until December 2009. At the end of a performance period, Mr. Greifeld may earn from 0% to 150% of the 80,000 shares granted, depending upon the attainment of goals established by the management compensation committee.

Under the terms of his original employment agreement, which remain in place under the amended and restated agreement, Mr. Greifeld became fully vested in his retirement benefits under the SERP when he attained four years of service with the company on May 12, 2007.

The agreement contains restrictive covenants, including covenants requiring Mr. Greifeld to maintain the confidentiality of NASDAQ OMX’s proprietary information and to refrain from disparaging NASDAQ OMX. The agreement also prohibits Mr. Greifeld from soliciting NASDAQ OMX employees or rendering services for a competing entity for a period of two years following the date of termination of employment. To receive change of control payments and benefits under the agreement, Mr. Greifeld must execute a general release of claims against NASDAQ OMX. In addition, the change of control payments and benefits are generally subject to discontinuation in the event Mr. Greifeld breaches the restrictive covenants.

For further information about Mr. Greifeld’s amended and restated employment agreement, see “Executive Compensation—Potential Payments Upon Termination or Change-in-Control.”

Edward S. Knight

NASDAQ OMX also has an employment agreement with Edward S. Knight, our Executive Vice President, General Counsel and Chief Regulatory Officer. The term of Mr. Knight’s employment agreement commenced on December 30, 2000, continued for an initial term ending on December 31, 2003 and has been subsequently extended for five additional annual periods, with the current annual period continuing through 2008. Under the terms of the agreement, the agreement will automatically extend for further one-year periods unless either party, at least six months prior to the expiration of the renewal period, gives notice of its intent not to renew the agreement.

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The agreement provides for:

Effective as of February 1, 2002, the agreement was amended to conform to the executive retention component of the CIP. Retained amounts from prior years were paid in 2004 in connection with the termination of the executive retention component and no future amounts will be retained.

Under the agreement, Mr. Knight became fully vested in his supplemental retirement benefits under the SERP upon the attainment of age 55 and his completion of five years of service. Under the terms of the agreement, Nasdaq paid Mr. Knight a stay pay bonus in 2003 equal to two times his then effective base salary.

For further information about Mr. Knight’s employment agreement, see “Executive Compensation—Potential Payments Upon Termination or Change-in-Control.”

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EMPLOYMENT AGREEMENTS

Nasdaq has current employment agreements with two of its named executive officers, Messrs. Greifeld and Knight. In addition, we have entered into change in control agreements with Messrs. Concannon, Warren, Aust, Jacobs and Ms. Friedman. The terms of these agreements are discussed below. Except to the extent contained in the employment and change in control agreements, we have not entered into any severance agreements with the named executive officers. The terms of any severance package (excluding vested benefits) would be approved by the management compensation committee at the time of termination of a named executive officer.

EMPLOYMENT AGREEMENTS

Nasdaq entered into employment agreements with four of its named executive officers: Messrs. Greifeld, Knight, Randich and Warren, however, the terms of Messrs. Randich and Warren’s agreements have expired, as discussed below. In 2005, Nasdaq entered into change in control agreements with Messrs. Jacobs, Randich and Warren.