NASDAQ OMX Group (NDAQ)

Pay for Performance

The management compensation committee believes the compensation for NASDAQ OMX’s executives should be performance-based. Therefore, there were no guaranteed cash incentive awards for any named executive officer in 2008.

Instead, the management compensation committee set target compensation levels for the performance-based elements of the compensation program. With respect to cash compensation, the allocation between base salary and annual cash incentives is determined based on the amount of cash compensation that the committee wishes to place “at risk.” “At risk” means that the executive will not realize any economic benefit unless the applicable objectives, most of which are tied to our company’s financial performance, are met or exceeded. Similarly, the management compensation committee determined that a greater portion of long-term stock-based compensation for executives should be tied to the achievement of performance objectives than for less senior employees. Therefore, in 2007 and 2008, the committee approved equity awards for the named executive officers, other than our CEO, that consisted of 50% PSUs and 50% stock options. In 2007 and 2008, our CEO also received PSUs under his employment agreement, as discussed further below.

26

Table of Contents

Set forth below are the percentages of total target compensation (base salary, target annual cash incentive award opportunity and target equity award) for our named executive officers for 2008 that the committee considered to be “at risk.” We define the “at risk” portion of total target compensation for 2008 to include the target annual cash incentive award opportunity under the ECIP and the target economic value of equity awards.