NASDAQ OMX Group (NDAQ)

RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the board of directors has selected Ernst & Young LLP as our independent registered public accounting firm to audit our financial statements for fiscal year 2009. Ernst & Young has audited NASDAQ OMX’s financial statements since fiscal year 1986. Representatives of Ernst & Young are expected to be present at the annual meeting with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

The table below shows the amount of fees NASDAQ OMX paid to Ernst & Young for fiscal years 2008 and 2007 (including expenses), which totaled $6,129,426 and $3,971,845, respectively. Details of the fees are based on the categories provided by the SEC auditor independence rules that became effective in 2003.

Audit fees primarily represent the audit of NASDAQ OMX’s annual financial statements included in our Annual Report on Form 10-K and the review of NASDAQ OMX’s quarterly reports on Form 10-Q, statutory audits of subsidiaries as required by statutes and regulations, accounting consultations on matters addressed during the audit or interim reviews, comfort letters and consents, and internal control attestation and reporting requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Audit-related fees primarily represent fees for consultations associated with strategic initiatives, including mergers and acquisitions.

NASDAQ OMX also incurred fees payable to Grant Thornton LLP totaling approximately $137,000 for the fiscal year ended 2008 and $144,000 for the fiscal year ended 2007. These fees represent audit fees for the employee benefit plan and 401(k) plan audit for the years ended December 31, 2007 and 2006.

Under the Sarbanes-Oxley Act, the audit committee is responsible for the appointment, compensation and oversight of the services provided by NASDAQ OMX’s independent registered public accounting firm. The audit

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committee is required to pre-approve both audit and non-audit services performed by the independent registered public accounting firm, and NASDAQ OMX’s audit committee pre-approved all such services in 2008 and 2007. See also “Audit Committee Report.”

RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the board of directors has selected Ernst & Young LLP as our independent registered public accounting firm to audit the financial statements for fiscal year 2008. Ernst & Young has audited Nasdaq’s financial statements since fiscal year 1986. Representatives of Ernst & Young are expected to be present at the annual meeting with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

The table below shows the amount of fees Nasdaq paid to Ernst & Young for fiscal years 2007 and 2006 (including expenses), which totaled $3,971,845 and $4,582,166, respectively. Details of the fees are based on the categories provided by the SEC auditor independence rules that became effective in 2003.

Audit fees primarily represent the audit of Nasdaq’s annual financial statements and the review of Nasdaq’s Form 10-K and quarterly reports on Form 10-Q, statutory audits of subsidiaries, accounting consultations on matters addressed during the audit or interim reviews, comfort letters and offerings, and internal control attestation and reporting requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Audit-related fees primarily represent fees for consultations associated with strategic initiatives, including mergers and acquisitions.

Nasdaq also incurred fees payable Grant Thornton LLP for the fiscal year ended 2007, totaling $144 thousand. These fees represent audit fees for the employee benefit plan and 401K audit for the year ended December 31, 2007.

Under the Sarbanes-Oxley Act, the audit committee is responsible for the appointment, compensation and oversight of the services provided by NASDAQ OMX’s independent registered public accounting firm. The audit committee is required to pre-approve both audit and non-audit services performed by the independent registered public accounting firm, and Nasdaq’s audit committee approved all such services in 2007 and 2006. See also “Audit Committee Report.”

RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of the board of directors has selected Ernst & Young LLP as our independent registered public accounting firm to audit the financial statements for fiscal year 2007. Ernst & Young has audited Nasdaq’s financial statements since fiscal year 1986. Representatives of Ernst & Young are expected to be present at the annual meeting with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

The table below shows the amount of fees Nasdaq paid to Ernst & Young for fiscal years 2006 and 2005 (including expenses), which totaled $4,582,166 and $3,594,754, respectively. Details of the fees are based on the categories provided by the SEC auditor independence rules that became effective in 2003.

Audit fees primarily represent the audit of Nasdaq’s annual financial statements and the review of Nasdaq’s Form 10-K and quarterly reports on Form 10-Q, statutory audits of subsidiaries, accounting consultations on matters addressed during the audit or interim reviews and internal control attestation and reporting requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Audit-related fees primarily represent fees for consultations associated with strategic initiatives, including mergers and acquisitions and an employee benefit plan audit. Tax fees represent preparation of tax returns for expatriate employees in 2005.

Nasdaq also incurred fees payable to PricewaterhouseCoopers LLP for the fiscal year ended 2005, totaling $265,187. These fees represent audit fees for the INET ECN for the year ended December 31, 2005. On December 8, 2005, Nasdaq completed its acquisition of INET ECN. The results of the INET ECN have been included in the consolidated Nasdaq results for the period December 8, 2005 through December 31, 2005. PricewaterhouseCoopers LLP was the independent registered public accounting firm for Instinet, including the INET ECN subsidiary, prior to the acquisition and, given their historical knowledge, the audit committee chose to continue the relationship through the remainder of 2005.

Under the Sarbanes-Oxley Act, the audit committee is responsible for the appointment, compensation and oversight of the services provided by Nasdaq’s independent registered public accounting firm. The audit committee is required to pre-approve both audit and non-audit services performed by Nasdaq’s independent registered public accounting firm, and the audit committee approved all such services in 2006 and 2005. See also “Audit Committee Report.”

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RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Nasdaq board has selected Ernst & Young LLP as independent registered public accounting firm to audit Nasdaq’s financial statements for fiscal year 2006. Ernst & Young has audited Nasdaq’s financial statements since fiscal year 1986. Representatives of Ernst & Young are expected to be present at the annual meeting with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

The table below shows the amount of fees we paid Ernst & Young for fiscal years 2005 and 2004. Details of the fees are based on the categories provided by the SEC auditor independence disclosure rules that became effective in 2003:

Audit fees primarily represent the audit of our annual financial statements and the review of our Form 10-K and quarterly reports on Form 10-Q, accounting consultations on matters addressed during the audit or interim reviews and internal control attestation and reporting requirements of Section 404 of the Sarbanes-Oxley Act of 2002. Audit-related fees primarily represent acquisition due diligence services and the employee benefit plan audit in 2005 and assurance and consultations on our Section 404 internal control program design and employee benefit plan audit in 2004. Tax fees represent preparation of tax returns for expatriate employees.

Nasdaq also incurred fees to PricewaterhouseCoopers LLP for fiscal year ended 2005, totaling $265,187. These fees represent audit fees for INET ECN for the year ended December 31, 2005. The results of INET ECN have been included in the consolidated Nasdaq results for the period December 8, 2005, the date we completed the acquisition of the INET ECN subsidiary, through December 31, 2005. Pricewaterhouse was the independent registered public accounting firm for Instinet including the INET ECN subsidiary prior to the acquisition and, given their historical knowledge, the Nasdaq Audit Committee chose to continue the relationship through the remainder of 2005.

Nasdaq also incurred fees to Deloitte & Touche LLP for fiscal year ended 2004, totaling $226,750. On September 7, 2004, we completed the acquisition of Toll Associates LLC and affiliated entities which include Brut, LLC from SunGard Data Systems Inc. These fees represent audit fees on the consolidated financial statements of Toll Associates as of December 31, 2004 and for the period September 7, 2004 through December 31, 2004. Deloitte & Touche was the independent registered public accounting firm for Toll Associates prior to the acquisition and, given their historical knowledge, our Audit Committee chose to continue the relationship through the remainder of 2004.

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Under the Sarbanes-Oxley Act, the Audit Committee of Nasdaq’s board is responsible for the appointment, compensation and oversight of the services provided by Nasdaq’s independent registered public accounting firm. The Audit Committee is required to pre-approve both audit and non-audit services performed by Nasdaq’s independent registered public accounting firm, and the Audit Committee approved all such services in 2005 and 2004. See also “Audit Committee Report.”

RATIFY THE APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee of the Board of Directors has selected Ernst & Young LLP (“Ernst & Young”) as independent registered public accounting firm to audit the financial statements for fiscal year 2005. Ernst & Young has audited Nasdaq’s financial statements since fiscal year 1986. Representatives of Ernst & Young are expected to be present at the annual meeting with the opportunity to make a statement if they desire to do so, and are expected to be available to respond to appropriate questions.

Fees incurred by Nasdaq payable to Ernst & Young for fiscal years 2004 and 2003 (including expenses) totaled $2,685,414 and $2,490,584, respectively. Details of the fees are based on the categories provided by the SEC auditor independence disclosure rules that became effective in 2003:

Audit fees represent the audit, inclusive of international entities, of Nasdaq’s annual financial statements and the review of Nasdaq’s quarterly reports on Form 10-Q, and accounting consultation on matters addressed during the audit or interim review. Audit-related fees represent assurance, employee benefit plan audits, internal control reviews including reviewing Nasdaq’s Section 404 internal control program design. Tax fees represent tax services related to tax compliance, advice and planning. All other fees represent client advisory services and products, and certain other services not included in the above categories.

Nasdaq also incurred fees payable to Deloitte & Touche LLP (“Deloitte &Touche”) for fiscal year ended 2004, totaling $226,750. On September 7, 2004, Nasdaq completed its acquisition of Toll Associates LLC and affiliated entities from SunGard Data Systems Inc., which includes Brut, LLC. These fees represent audit fees on the consolidated financial statements of Toll Associates as of December 31, 2004 and for the period September 7, 2004 through December 31, 2004. Deloitte & Touche was the independent registered public accounting firm for Toll Associates prior to the acquisition and, given their historical knowledge, the Nasdaq Audit Committee chose to continue the relationship through the remainder of 2004.

Under the Sarbanes-Oxley Act, the Audit Committee of Nasdaq’s Board is responsible for the appointment, compensation and oversight of the services provided by Nasdaq’s independent registered public accounting firm. The Audit Committee is required to pre-approve both audit and non-audit services performed by Nasdaq’s independent registered public accounting firm, and the Audit committee approved all such services in 2004 and 2003. See also “—Audit Committee Report.”

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