NASDAQ OMX Group (NDAQ)

Mr. Greifeld

Nasdaq is a party to an employment agreement with Mr. Robert Greifeld. The agreement has an initial term ending on May 12, 2007. Under the terms of the agreement, the contract will automatically extend for one-year renewals thereafter unless either party, at least 180 days prior to the expiration of the term or renewal period, gives a notice of its intent not to extend the agreement. The agreement provides for:

Pursuant to the agreement, Nasdaq also paid Mr. Greifeld a transition bonus equal to $500,000 in 2004.

Under the agreement, Mr. Greifeld was granted:

Under his agreement, Mr. Greifeld will be fully vested in his supplemental retirement benefits under the SERP upon the attainment of age 49 while employed by Nasdaq and his completion of four years of service. If Mr. Greifeld’s employment is terminated without cause by Nasdaq, or for good reason by Mr. Greifeld, he is entitled to a severance amount equal to his annual base salary and his Target Bonus for the calendar year immediately preceding his termination date and his SERP benefits as if he were fully vested in the SERP. In addition, upon his termination by Nasdaq without cause, or by Mr. Greifeld for good reason, Nasdaq will provide continued health care coverage for the lesser of twelve months or the date he is eligible for coverage under the health care plans of a subsequent employer.

Mr. Greifeld

Nasdaq is a party to an employment agreement with Mr. Robert Greifeld (the “Greifeld Agreement”). The Greifeld Agreement has an initial term ending on May 12, 2007 (the “Term”). Under the terms of the Greifeld Agreement, the contract will automatically extend for one-year renewals thereafter unless either party, at least 180 days prior to the expiration of the Term or renewal period, gives a notice of its intent not to extend the agreement. The Greifeld Agreement provides for (i) an annual base salary of $790,000, (ii) incentive compensation for 2004 equal to no less than 100% of base salary then in effect, and (iii) a target incentive compensation for the third, fourth, and fifth years of the Term of $1,750,000 based on the achievement of one or more performance goals established for such year by the Management Compensation Committee after consultation with Mr. Greifeld with respect to such goals (“Target Bonus”). Pursuant to the Greifeld Agreement, Nasdaq also paid Mr. Greifeld a transition bonus equal to $500,000 (“Transition Bonus”) in 2004. Mr. Greifeld must repay the Transition Bonus if he is terminated for cause or resigns or otherwise terminates his employment without good reason prior to May 12, 2005.

Mr. Greifeld was granted 1,000,000 non-qualified stock options on April 15, 2003 (“First Option”) and an additional 1,000,000 non-qualified stock options on June 11, 2003 (“Second Option”). With respect to the First Option, one-fourth of the shares underlying this grant vested on July 10, 2003, one-fourth vested on April 15, 2004 and an additional one-fourth shall vest on each of April 15, 2005 and 2006. With respect to the Second Option, one-fourth of the shares underlying this grant vested on June 11, 2003, one-fourth vested on June 11, 2004 and an additional one-fourth shall vest on each of June 11, 2005 and 2006. Mr. Greifeld was also granted 100,000 restricted shares of common stock on each of June 11, 2003 and May 12, 2004 and will receive an additional grant of 100,000 restricted shares on May 12, 2005, provided he is employed with Nasdaq on such date. Under his agreement, Mr. Greifeld will be fully vested in his supplemental retirement benefits under the SERP upon the attainment of age 49 while employed by Nasdaq and his completion of four years of service. If Mr. Greifeld’s employment is terminated without cause by Nasdaq, or for good reason by Mr. Greifeld, he is entitled to: (i) a severance amount equal to his annual base salary and his Target Bonus for the calendar year immediately preceding his termination date; (ii) the Transition Bonus; and (iii) his SERP benefits as if he were fully vested in the SERP. In addition, upon his termination by Nasdaq without cause, or by Mr. Greifeld for good reason, Nasdaq will provide continued health care coverage for the lesser of (I) twelve months or (II) the date he is eligible for coverage under the health care plans of a subsequent employer.