NASDAQ OMX Group (NDAQ)

Related Parties

No material relationships exist between the SLP Subscribers and its affiliates, on the one hand, and Nasdaq and its affiliates, on the other hand, other than with respect to the Merger Agreement, the Institutional Sale Agreement, the Securities Purchase Agreement, the Indenture, the Registration Rights Agreement, the Amended Securityholders Agreement and the agreements related thereto to which the SLP Subscribers or their affiliates are a party. Mr. Hutchins, a member of the Nasdaq Board, is a representative of the SLP Entities. No material relationships exist between the H & F Entities and its affiliates, on the one hand, and Nasdaq and its affiliates, on the other hand, other than with respect to the Securities Purchase Agreement, the Note Amendment Agreement, the Registration Rights Agreement, the Amended

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Securityholders Agreement and the agreements related thereto to which the H&F Entities is a party. Prior to issuance of the Series B Notes, the H&F Entities was holder of the Old Notes. The H&F Entities has been entitled to designate a representative on the Nasdaq Board since the issuance of the Old Notes. F. Warren Hellman served in this capacity from May 2001 until February 2004, and Mr. Healy has served in this capacity since February 2004.

This proxy statement contains only partial summaries of the terms of the Merger Agreement, Institutional Sale Agreement, Securities Purchase Agreement, Note Amendment Agreement, Indenture, Credit Agreement, Guarantee, Amended Securityholders Agreement and Registration Rights Agreement. Copies of these agreements were filed as exhibits to our Current Report on Form 8-K, filed with the SEC on April 28, 2005.