NASDAQ OMX Group (NDAQ)

Other Restructuring and Related Party Transactions

In conjunction with settling various issues associated with the Restructuring, NASD made a payment to Nasdaq in the amount of $5.6 million during the first quarter of 2002. Nasdaq treated the payment as a contribution and reflected it in additional paid-in capital in its Consolidated Balance Sheets. In addition, during December 2002, Nasdaq purchased NASD’s 50.0% interest in NASD Insurance Agency, LLC (subsequently renamed the Nasdaq Insurance Agency, LLC (“Nasdaq Insurance Agency”) or (“NIA”)) for $0.5 million. The payment was recorded as a distribution to NASD. The agency provides insurance brokerage services and specializes in the director and officer liability insurance market. Nasdaq accounts for its investment in the Nasdaq Insurance Agency under the equity method of accounting as of December 31, 2004. Nasdaq believes that the Nasdaq Insurance Agency was a Variable Interest Entity under FASB Interpretation No. 46, “Consolidation of Variable Interest Entities, an Interpretation of Accounting Research Bulletin No. 51” (“FIN 46”) and its amendment entitled FASB Interpretation No. 46 (revised December 2003), “Consolidation of Variable Interest Entities” (“FIN 46(R)”). However, Nasdaq does not believe that it is the primary beneficiary of the NIA and therefore did not consolidate the NIA in its results of operations.

On January 1, 2005, Nasdaq purchased the remaining 50.0% interest in the Nasdaq Insurance Agency from AIG NJV, Inc. for nominal consideration. See Note 23, “Subsequent Events,” for further discussion.