NASDAQ OMX Group (NDAQ)

Savings and Retirement Plans

NASDAQ OMX’s savings and retirement plans are part of our overall compensation and benefits program. The management compensation committee considers appropriate savings and retirement options to be a critical component of its package to retain employees at all levels. For more information about NASDAQ OMX’s savings and retirement plans, see “Executive Compensation—Pension Benefits.”

Savings and Retirement Plans

Nasdaq’s retirement plans are part of our overall compensation and benefits package, which we refer to as the “total compensation package.” The management compensation committee considers appropriate retirement savings options to be a critical component of its package to retain employees at all levels. Nasdaq provides both tax-qualified and non-qualified savings, retirement and pension plans for eligible employees, including our executives. In 2007, approximately 95% of our employees, including all of the named executive officers, participated in a tax-qualified Section 401(k) savings plan (401(k) Plan). Nasdaq matches employee contributions to this plan during the year up to 4% of base salary.

As discussed in more detail in the section of this proxy entitled “Executive Compensation—Pension Benefits,” the existing tax-qualified defined benefit pension plan (Pension Plan), applicable to executives on the same terms as other employees, and a non-qualified supplemental executive retirement plan (SERP), applicable to certain senior employees, were fully frozen on May 1, 2007. Nasdaq’s retirement benefits available for service

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after May 1st include two new features. The first, based on the existing 401(k) Plan, is available to all employees, including named executive officers, on the same terms. This feature includes new Basic Employer Retirement Contributions (Basic ERC), within specified guidelines based on years of service, and Enhanced Employer Retirement Contributions (Enhanced ERC), for employees age 45 or older with at least 10 years of service on December 31, 2006. The second part of Nasdaq’s new retirement program is a new non-qualified plan called Supplemental Employer Retirement Contributions (Supplemental ERC) available to officers and non-officers whose base salaries exceed certain Internal Revenue Service (IRS) compensation and contribution limits.

The management compensation committee believes that the new retirement benefits are closely aligned with Nasdaq’s overall compensation and benefits philosophy: motivating executives and other employees to contribute to Nasdaq’s success, making the company more competitive and limiting costs and potential financial liabilities associated with the Pension Plan and the SERP. Nasdaq’s contributions to the Basic ERC, Enhanced ERC and Supplemental ERC will depend upon Nasdaq achieving corporate financial goals that may be set each year by the management compensation committee. This approach better ties our retirement benefits to Nasdaq’s performance than the prior retirement plans, which were based solely on age, salary and length of service. The new ERC benefits also provide employees with a competitive and simple method to calculate benefits with more flexibility and individual control. Employees may direct investment of Basic ERC and Enhanced ERC contributions among the various mutual funds available through our 401(k) Plan. Unlike the Pension Plan and SERP, the ERC benefits allow for immediate vesting.

Savings and Retirement Plans

Nasdaq’s retirement plans are part of our overall compensation and benefits package, which we refer to as the “total compensation package.” Nasdaq provides both tax-qualified and non-qualified savings, retirement and pension plans for eligible employees, including its executives. Approximately 95% of our employees, including all of the named executive officers, participate in a tax-qualified Section 401(k) savings plan (401(k) Plan). Nasdaq matches employee contributions to this plan during the year up to 4% of base salary.

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Currently, executives participate in our tax-qualified defined benefit pension plan (Pension Plan) on the same terms as other employees. These executives, including the named executive officers, also participate in a non-qualified supplemental executive retirement plan (SERP). This plan provides supplemental retirement income to our executives and their beneficiaries. For more information about these plans, see “Executive Compensation—Pension Benefits.” There have been no new participants in the SERP since May 2003.

Effective May 1, 2007, the SERP and the Pension Plan will be fully frozen (“hard freeze”) for all employees, and new retirement benefits will be implemented on July 1, 2007. As a result, the named executive officers will accrue SERP and Pension Plan benefits through April 30, 2007. Then, as of that date, the plan participants will not accrue additional benefits from future salary earnings and years of service with Nasdaq. However, participants will continue to receive credit for future service for vesting of the frozen accrued benefit and for eligibility for an early retirement subsidy that existed under the Pension Plan.

The first part of the new retirement benefits, based on the existing 401(k) Plan, is available to all employees, including named executive officers, on the same terms. Under the plan, Nasdaq will:

The second part of Nasdaq’s new retirement program is a new non-qualified plan called Supplemental Employer Retirement Contributions (Supplemental ERC). The Supplemental ERC will be available to officers and non-officers whose base salaries exceed the Internal Revenue Service (IRS) Compensation Limit of $225,000 (for 2007) or whose total employee and Nasdaq contributions to qualified plans exceed the IRS total annual contribution limit, generally $45,000 (for 2007). Employees whose base salaries exceed these IRS limits, which will include the named executive officers, will receive employer contributions that address shortfalls through the Supplemental ERC rather than through the Basic and Enhanced ERC so that these employees receive the full Basic and Enhanced ERC amounts that they would have been entitled to but for the IRS limits.

We believe that the new retirement benefits are tightly aligned with Nasdaq’s overall compensation and benefits philosophy: motivating executives and other employees to contribute to Nasdaq’s success, making the company more competitive and limiting costs and potential financial liabilities associated with the Pension Plan and the SERP. Nasdaq’s contributions to the Basic ERC, Enhanced ERC and Supplemental ERC will depend upon Nasdaq achieving corporate financial goals that may be set each year by the management compensation committee and are expected to mirror the goals for the ECIP. This better ties retirement benefits to Nasdaq’s performance than the prior retirement plans, which were based solely on age, salary and length of service. The new ERC benefits will also provide employees with a competitive and simple method to calculate benefits with more flexibility and individual control. Employees may direct investment of Basic ERC and Enhanced ERC contributions among the various mutual funds available through our 401(k) Plan. Unlike the Pension Plan and SERP, the ERC benefits allow for immediate vesting.

The precise effect of the retirement changes on the benefits that our named executive officers will receive depends on a number of factors previously discussed, including Nasdaq’s future performance. However, it is likely that four named executive officers will receive smaller benefits than they would have under the existing retirement plans and the fifth named executive officer, who has more years of service, will receive roughly similar benefits as under the existing plans, assuming that all of the plans’ requirements are otherwise met.

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