NASDAQ OMX Group (NDAQ)

Silver Lake Partners

As of December 31, 2007, affiliates of Silver Lake Partners held notes convertible into approximately 8,179,715 shares of our common stock, as well as warrants to purchase 1,523,325 shares of our common stock. Glenn H. Hutchins, one of our directors, is also a Co-Founder and Co-Chief Executive Officer of Silver Lake Partners. During the year ended December 31, 2007, we engaged in transactions with some of Silver Lake Partners’ portfolio companies.

Specifically, in December 2005, we acquired Instinet Group, Inc. and simultaneously sold its institutional brokerage business (Instinet) to an affiliate of Silver Lake. Silver Lake sold its interest in Instinet effective February 1, 2007. During the month ended January 31, 2007, we paid approximately $0.3 million to, and received approximately $0.5 million from, Instinet or its affiliates for trading, market data, software support and other fees in the ordinary course of business. During the fiscal year ended approximately December 31, 2007, we paid Instinet or its affiliates approximately $64.9 million for tax refunds that we had agreed to pay when we sold Instinet to Silver Lake.

SunGard Data Systems Inc. is another of Silver Lake’s portfolio companies. During the fiscal year ended December 31, 2007, we received payments of approximately $0.2 million from SunGard for market data and other fees in the ordinary course of business. We also paid approximately $5.2 million to SunGard or its affiliates during the fiscal year ended December 31, 2007 in connection with a contract under which SunGard provided on-line processing, software hosting and other services to one of our broker-dealer subsidiaries.

Silver Lake Partners

As of December 31, 2007, affiliates of Silver Lake Partners (“Silver Lake”) held notes convertible into approximately 8,179,715 shares of our common stock, as well as warrants to purchase 1,523,325 shares of our common stock. Glenn H. Hutchins, one of our directors, is also a co-founder and Managing Director of Silver Lake Partners. During the year ended December 31, 2007, we engaged in transactions with some of Silver Lake’s portfolio companies.

Specifically, in December 2005, we acquired Instinet Group, Inc. and simultaneously sold its institutional brokerage business (“Instinet”) to an affiliate of Silver Lake. Silver Lake sold its interest in Instinet effective February 1, 2007. During the month ended January 31, 2007, we paid approximately $0.3 million to, and received approximately $0.5 million from, Instinet or its affiliates for trading, market data, software support and other fees in the ordinary course of business. During the fiscal year ended approximately December 31, 2007, we paid Instinet or its affiliates approximately $64.9 million for tax refunds for the benefit of Silver Lake.

SunGard Data Systems Inc. (“SunGard”) is another of Silver Lake’s portfolio companies. During the fiscal year ended December 31, 2007, we received payments of approximately $0.2 million from SunGard for market data and other fees in the ordinary course of business.

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Silver Lake Partners

On April 22, 2005, we sold $205 million aggregate principal amount of the Series A notes and the Series A warrants to Norway Acquisition SPV, LLC. In December 2005, Norway Holdings SPV, the parent of Norway Acquisition, distributed the notes and warrants to its interest holders, including the Silver Lake entities. The Silver Lake entities beneficially own $141,364,589 of the Series A notes and Series A warrants to purchase 1,523,325 shares of our common stock at $14.50 per share. The Silver Lake entities’ Series A notes will be convertible into 9,749,282 shares of common stock, subject to adjustment, in general for any stock split, dividend, combination or other similar event.

We have granted the Silver Lake entities certain registration rights with respect to the shares of common stock underlying the Series A notes and the Series A warrants. Additionally, Silver Lake Partners II TSA, L.P. is permitted to designate one person reasonably acceptable to us for nomination as a director of Nasdaq for so long as the Silver Lake entities owns Series A notes and/or shares of common stock issued upon conversion representing at least 35% of the shares of common stock issuable upon conversion of the Series A notes initially purchased. Glenn H. Hutchins was designated by Silver Lake Partners II TSA, L.P. and serving as a director with a term that expires at Nasdaq’s 2007 annual meeting of stockholders.

In connection with these transactions, we held a special stockholders’ meeting and recommended that our stockholders approve an amendment to our restated certificate of incorporation that would permit the holders of the notes to vote on all matters submitted to a vote of Nasdaq’s stockholders. Under the restated certificate, each holder of the Series A or Series B notes is entitled to the number of votes equal to the number of shares of common stock that could be acquired upon conversion of the holder’s Series A or Series B notes on the applicable record date, subject to the 5% voting limitation.

Silver Lake Partners

On April 22, 2005, Nasdaq entered into the Securities Purchase Agreement with Norway SPV, providing for the sale by the Company to Norway SPV of $205 million aggregate principal amount of the Series A Notes and the Series A Warrants. Silver Lake Partners is the beneficial owner of $145 million of the Series A Notes and 1,562,500 Series A Warrants to purchase 1,562,500 shares of common stock at $14.50 per share. Silver Lake Partners’ Series A Notes will be convertible into 10,000,000 shares of common stock, subject to adjustment, in general for any stock split, dividend, combination or other similar event.

Under the terms of the Indenture, subject to certain exceptions, Nasdaq will be required to redeem the Series A Notes and Series A Warrants if the (i) Merger Agreement is terminated or (ii) if the Merger has not closed by April 22, 2006. The aggregate redemption price for Silver Lake Partners’ Series A Notes and Series A Warrants will be $145.0 million plus any accrued interest from the Series A Notes.

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Nasdaq has granted Silver Lake Partners certain registration rights with respect to the shares of common stock underlying the Series A Notes and the Series A Warrants. Additionally, Silver Lake Partners is permitted to designate one person reasonably acceptable to Nasdaq for nomination as a director of Nasdaq for so long as Silver Lake Partners owns Series A Notes and/or shares of common stock issued upon conversion representing at least 35% of the shares of common stock issuable upon conversion of the Series A Notes initially purchased. Glenn H. Hutchins was designated by Silver Lake Partners and is being considered by Nasdaq’s Nominating Committee as a Class 1 Director to serve a term that expires at Nasdaq’s 2007 annual meeting of stockholders. Nasdaq anticipates appointing Mr. Hutchins to the Board of Directors on or before the annual meeting of stockholders.

In addition, Nasdaq has agreed to hold a special stockholders’ meeting and recommend that its stockholders approve an amendment to its Certificate of Incorporation that would permit the holders of the Notes to vote on all matters submitted to a vote of Nasdaq’s stockholders. Under the terms of the proposed amendment, each holder of the Series A or Series B Notes would be entitled to the number of votes equal to the number of shares of common stock that could be acquired upon conversion of such holder’s Series A or Series B Notes on the applicable record date, subject to the 5% voting limitation contained in the Certificate of Incorporation.

At the stockholders’ meeting described above, Nasdaq has also agreed to ask its stockholders to approve the potential issuance of the shares of common stock underlying the Subject Shares. If the stockholders fail to approve the potential issuance of the Subject Shares, Nasdaq will be required to redeem approximately $4.0 million aggregate principal amount of the Series A Notes from Silver Lake Partners for a repurchase price in cash equal to 105% of the aggregate principal amount plus any accrued and unpaid interest.