NASDAQ OMX Group (NDAQ)

GOVERNANCE

Section 3.1 As of the consummation of the transactions contemplated by the Nasdaq Dubai Agreement, the Nasdaq Board shall consist of sixteen directors, comprised of (a) nine individuals from (or nominated by) the Nasdaq Board as of immediately prior to the consummation of the transactions contemplated by the Nasdaq Dubai Agreement, (b) Nasdaq’s chief executive officer, (c) four individuals from (or proposed for nomination by) the OMX Board as of immediately prior to the consummation of the transactions contemplated by the Nasdaq Dubai Agreement and (c) two individuals proposed for nomination by Dubai immediately prior to the Closing. It is acknowledged and agreed that, with respect to the individuals from (or proposed for nomination by) the OMX Board or by Dubai, (i) all such individuals must be reasonably acceptable to Nasdaq, (ii) with respect to the individuals designated by the OMX Board, three of such individuals must be “independent” for purposes of Nasdaq’s director independence standards, and (iii) with respect to the individuals designated by Dubai, both of such individuals must be “independent” for purposes of Nasdaq’s director independence standards.

Section 3.2 As of the consummation of the transactions contemplated by the Nasdaq Dubai Agreement, (a) OMX may elect to have one-fourth of the members of each committee of the Nasdaq Board be selected from the directors selected from (or proposed for nomination by) the OMX Board as contemplated by Section 3.1, and (ii) Dubai may elect to have one member of the Audit, Executive, Finance, and Management Compensation and Nominating committees of the Nasdaq Board be selected from the directors proposed for nomination by Dubai, in both cases as contemplated by Section 3.1 and subject to applicable law, regulation or stock exchange listing standard.

9. Governance

NASDAQ proposes that, after completion of the Transaction, the LSE Board would comprise of at least nine directors. Assuming that the total number of directors is nine, then four of these would be executive directors with appropriate international stock exchange expertise and five of which would be independent non-executive directors or user representatives. If the total number is greater than nine, then the non-executives (including any user representatives) would comprise the majority. In assessing the independence of the non-executive directors, the LSE Board would have regard to the provisions of the Combined Code.

At least one member of the LSE Board would also be a member of the NASDAQ Board.

In addition, to ensure that there was appropriate user representation and user input into decision making NASDAQ proposes that two of the non-executive directors of LSE would be user representatives.

NASDAQ will seek the participation of existing members of the LSE Board, in particular the LSE Chairman, on the new independent LSE Board. In any event, NASDAQ is confident that it can recruit appropriate individuals to form the remainder of the independent LSE Board.