NASDAQ OMX Group (NDAQ)

Stock Ownership Guidelines

We have long recognized the importance of stock ownership as an important means of closely aligning the interests of our executives with the interests of our stockholders. In addition to using equity awards as our sole long-term incentive compensation tool, we established stock ownership guidelines for our CEO, CFO and executive vice presidents in 2007.

Under the guidelines, our CEO, CFO and executive vice presidents are expected to own specified dollar amounts of NASDAQ OMX common stock based on a multiple of their base salary. The multiple is determined by officer level: our CEO must have a 5X multiple, our CFO must have a 4X multiple and our other executive vice presidents must have a 3X multiple. Individual holdings, shares jointly owned with immediate family members or held in trust, shares of restricted stock (including vested and unvested), vested stock options, vested shares underlying PSUs and shares purchased or held through NASDAQ OMX’s plans, such as the ESPP, count toward satisfying the guidelines. Executives subject to these guidelines as of their adoption in 2007 are expected to reach these ownership levels by December 31, 2010. Despite this phase-in period, four of the five named executive officers were in compliance with the guidelines as of December 31, 2008. The named executive officer who was not yet in compliance joined the company in 2008, and new executives are not expected to satisfy the guidelines until four years from their start date.

Stock Ownership Guidelines

Executive officers at the level of executive vice president and above are expected to own specified amounts of Nasdaq common stock based on a multiple of their base salary. The multiple is determined by officer level: the CEO must have a 5X multiple, the CFO must have a 4X multiple and the other executive vice presidents must have a 3X multiple. Individual holdings, shares jointly owned with immediate family members or held in trust, shares of restricted stock (including vested and unvested), vested stock options and shares purchased or held through Nasdaq’s plans, such as the ESPP, count toward the guidelines. Executive officers subject to these guidelines as of their adoption in 2007 are expected to reach these ownership levels by December 31, 2010. Despite this phase-in period, each of the named executive officers was in compliance with the guidelines as of the record date of this proxy statement.

Stock Ownership Guidelines

Executive officers are expected to own specified amounts of Nasdaq common stock based on a multiple of their base salary. The multiple is determined by officer level: the President and Chief Executive Officer must have a 5X multiple, the Chief Financial Officer must have a 4X multiple and the other executive vice presidents must have a 3X multiple. Individual holdings, shares jointly owned with immediate family members or held in trust, shares of restricted stock (including vested and unvested), vested stock options and shares purchased or held through Nasdaq’s plans, such as the ESPP, count toward the guidelines. Executive officers subject to these guidelines as of their adoption in 2007 are expected to reach these ownership levels by December 31, 2010. Despite this phase-in period, each of the named executive officers was in compliance with the guidelines as of the date of this proxy statement.