NASDAQ OMX Group (NDAQ)

Nasdaq Performance

The Committee believes that the most important measure of Nasdaq performance is the increase in long-term stockholder value, attained through the achievement of specific annual performance measures targeted in the ECIP. The Committee approved the 2005 incentive compensation awards for named executive officers shown in the Summary Compensation Table that follows this report. In making payments in respect to ECIP awards at the beginning of 2006, the Committee reviewed the 2005 corporate financial and strategic accomplishments as well as individual performance against goals for all executives. The 2006 parameters for ECIP were set in January 2006. The Committee believes that the grants of performance accelerated stock option (PASO) awards discussed below further aligns individual compensation with corporate performance and encourages long-term employment.

Nasdaq Performance

In linking executive pay to performance, the Committee believes that the most important measure of Nasdaq performance is the increase in long-term stockholder value, attained through the achievement of specific annual performance measures as provided for in the ECIP. In early 2005, the Committee reviewed the 2004 corporate financial and strategic accomplishments as well as individual performance against goals for all executives. The Committee approved the 2004 incentive compensation awards for named executive officers shown in the Summary Compensation Table that follows this report. The Committee believes that the grants of PASO awards discussed above further aligns individual performance with corporate performance and encourages long-term employment.