Under the Securities Exchange Act of 1934
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Based on 175,782,883 outstanding Shares of the Issuer as of December 31, 2010, as provided by the Issuer.

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* Based on 175,782,883 outstanding Shares of the Issuer as of December 31, 2010, as provided by the Issuer.

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* Based on 175,782,883 outstanding Shares of the Issuer as of December 31, 2010, as provided by the Issuer.

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5

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Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated:  January 24, 2011

Signature Page to Schedule 13D

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SCHEDULE A

Directors and Executive Officers of Investor AB

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Directors and Executive Officers of Duba AB

Directors and Executive Officers of Investor Trading AB

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EXHIBIT INDEX

Exhibit 1                 Joint Filing Agreement

Exhibit 2                 NASDAQ OMX Stockholders’ Agreement, dated as of December 16, 2010, between Investor AB and the Issuer

Exhibit 3                 Registration Rights Agreement, dated as of February 27, 2008, among the Issuer, Borse Dubai Limited and Borse Dubai Nasdaq Share Trust (a copy of which is incorporated herein by reference to Exhibit 7.4 to the Schedule 13D filed by Investment Corporation of Dubai, Borse Dubai Limited and Borse Dubai Nasdaq Share Trust with the Securities and Exchange Commission on March 7, 2008)

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EXHIBIT 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13D (including any and all amendments thereto) with respect to the Common Shares of The NASDAQ OMX Group, Inc. and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filing.

The undersigned further agree that each party hereto is responsible for timely filing of such statement on Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein, provided that no party is responsible for the completeness and accuracy of the information concerning the other party, unless such party knows or has reason to believe that such information is inaccurate.

This Joint Filing Agreement may be executed in one or more counterparts, each of which shall be deemed to be an original instrument, but all of such counterparts together shall constitute but one agreement.

In evidence thereof the undersigned, being duly authorized, hereby execute this Joint Filing Agreement this 24th day of January, 2011.

Signature Page to Joint Filing Agreement

EXHIBIT 2

EXECUTION VERSION

NASDAQ STOCKHOLDERS’ AGREEMENT

dated as of

December 16, 2010

between

THE NASDAQ OMX GROUP, INC.

and

INVESTOR AB

NASDAQ STOCKHOLDERS’ AGREEMENT

This NASDAQ STOCKHOLDERS’ AGREEMENT, dated as of December 16, 2010 (this “Nasdaq Stockholders’ Agreement”), among THE NASDAQ OMX GROUP, INC., a Delaware corporation (together with any successor entity thereto, “Nasdaq”) and Investor AB, a corporation organized under the laws of Sweden (“Investor AB”).  Nasdaq and Investor AB are sometimes referred to herein as a “Party” and collectively as the “Parties”.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants set forth herein, the Parties hereto agree as follows:

ARTICLE I
DEFINITIONS

Section 1.1             Definitions.

(a)           The following terms, as used herein, have the following meanings:

“2008 Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of February 27, 2008, among Nasdaq, Borse Dubai Limited and the trustee thereunder.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.  For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.  Notwithstanding the foregoing Nasdaq and its Affiliates, on the one hand, will not be deemed to be Affiliates of any of Investor AB and its Affiliates, on the other hand, and vice versa.

“Authority” means any domestic (including federal, state or local) or foreign court, arbitrator, administrative, regulatory or other governmental department, agency, official, commission, tribunal, authority or instrumentality, non-government authority or Self-Regulatory Organization.

“beneficial owner” or “beneficially own” and words of similar import have the meaning given such term in Rule 13d-3 under the Exchange Act; provided, however, that for purposes of determining beneficial ownership, (i) a Person shall be deemed to be the beneficial owner of any security that may be acquired by such Person, whether within 60 days or thereafter, upon the conversion, exchange or exercise of any warrants, options, rights or other securities and (ii) no Person shall be deemed to beneficially own any security solely as a result of such Person’s execution of this Nasdaq Stockholders’ Agreement.

“Board of Directors” means the board of directors of Nasdaq.

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“Business Day” means any day that is not a Saturday or Sunday or a day on which banks are required or permitted to be closed in the State of New York or Stockholm, Sweden.

“Cause” means any Investor AB Board Designee’s or Investor AB Committee Designee’s: (i) conviction of, or guilty plea, to a felony charge (other than felonies related solely to automobile infractions, unless such designee is incarcerated as a result thereof) or (ii) fraudulent conduct or an intentional act or acts of dishonesty in the performance of his or her service as a director that is materially injurious to the financial condition, results of operations or business regulation of Nasdaq.

“Change of Control” means the occurrence of any of the following events:  (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act) is or becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the outstanding capital stock of Nasdaq or 50% of the total number of outstanding shares of capital stock of Nasdaq, (ii) Nasdaq merges with or into, or consolidates with, or consummates any reorganization or similar transaction with, another Person and, immediately after giving effect to such transaction, less than 50% of the total voting power of the outstanding capital stock of the surviving or resulting person is beneficially owned in the aggregate by the stockholders of Nasdaq immediately prior to such transaction, (iii) in one transaction or a series of related transactions, Nasdaq, directly or indirectly (including through one or more of its subsidiaries) sells, assigns, conveys, transfers, leases or otherwise disposes of, all or substantially all of the assets or properties (including capital stock of subsidiaries) of Nasdaq, but excluding sales, assignments, conveyances, transfers, leases or other dispositions of assets or properties (including capital stock of subsidiaries) by Nasdaq or any of its subsidiaries to any direct or indirect wholly-owned subsidiary of Nasdaq, (iv)  individuals who as of the date hereof constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors (other than in connection with a transaction described in (i), (ii) or (iii) above); provided, however, that any individual becoming a director whose elect ion, or nomination for election, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board or (v) the liquidation or dissolution of Nasdaq.

“Commission” means the Securities and Exchange Commission.

“Common Stock” means shares of common stock, par value $0.01 per share, of Nasdaq.

“Competitor” means any Person (other than an Affiliate of Investor AB) that, during the 12 calendar months preceding the date of transfer derived more than 20% of its gross revenues from (i) the provision by such Person of listing, order execution or matching services for securities, (ii) the conduct by such Person of an international or national securities market or exchange, (iii) acting as a Self-Regulatory Organization, (iv) operating an “electronic communications network,” as defined under the Exchange Act or (v) operating an “alternative trading system” as defined in Regulation ATS under the Exchange Act.

“Derivative Securities” means options, warrants, rights to purchase capital stock of Nasdaq, or any securities that are exercisable, convertible or exchangeable for capital stock of Nasdaq.

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“Excess Shares” has the meaning assigned thereto in Nasdaq’s Amended and Restated Certificate of Incorporation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Fair Market Value” means the following:

(a)           In the case of securities quoted on any exchange, the “Fair Market Value” of such securities will be equal to the 5-day volume weighted average price of such securities on the primary exchange on which they are listed on the five trading days immediately preceding the date such distribution is declared by the Board of Directors.

(b)           In the case of any other property, the “Fair Market Value” means the value of such property, assuming an arm’s-length transaction between a willing buyer and seller, capable of being sold free of restriction in a liquid market without giving effect to any discounts (for minority interests), taking into account any other factors that the Persons making such determination reasonably believe should be taken into account, and, if such property includes Common Stock, assuming carrying on of Nasdaq as a going concern.  Absent agreement by the applicable parties as to the “Fair Market Value” within 20 days after the date such distribution is declared by the Board of Directors, the applicable parties shall each designate, within 10 days after such 20-day period, an Investment Bank to de termine the Fair Market Value.  Within 30 days after the Investment Banks are chosen, each Investment Bank shall determine its final view as to the Fair Market Value and shall deliver such final view to the applicable parties.  If the difference between the higher and the lower of the respective final views of the two Investment Banks is less than 10% of the higher of the respective final views, then the Fair Market Value determined shall be the average of those two views.  If the difference between the higher and the lower of the respective final views of the two Investment Banks is equal to or greater than 10% of the higher of the respective final views, the applicable parties shall instruct the Investment Banks jointly to designate a third Investment Bank who shall be an Independent Investment Bank (the “Mutually Designated Appraiser”).  The Mutually Designated Appraiser shall be designated within 15 days following the determination of the final views of the two Invest ment Banks as described above and shall, within 30 days of such designation, determine its final view as to the Fair Market Value and shall deliver such final view to Investor AB and Nasdaq.  The Fair Market Value, if a Mutually Designated Appraiser is used, shall be equal to the average of the two closest Fair Market Value determinations of the three appraisers, or, if the difference between the highest and middle determination is equal to the difference between the middle and lowest determination, then the Fair Market Value will be equal to the middle determination.  The Fair Market Value as designated by the Mutually Designated Appraiser, shall be final and binding on the parties, and may be entered and enforced in any court having jurisdiction.  Each party shall bear the fees and expenses of its Investment Bank.  Fees and expenses of the Mutually Designated Appraiser shall be borne equally by the applicable parties.  Notwithstanding the foregoing, in the event that one of the app licable parties does not appoint an Investment Bank within the time periods specified above, such party shall have waived its rights to appoint an Investment Bank and the determination of the Fair Market Value shall be made solely by the Investment Banks of the party who did appoint an Investment Bank.  Each of the parties (on its own behalf and on behalf of its respective Affiliates) shall cooperate with each of the Investment Banks and the Mutually Designated Appraiser to provide such information as may reasonably be

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requested.  In addition, if the property being valued includes Investor AB Shares, Investor AB shall use commercially reasonable efforts to cause Investor AB to provide to each of the Investment Banks and the Mutually Designated Appraiser reasonable access to management of Investor AB and to the books and records of Investor AB so as to allow each of them to conduct due diligence examinations in scope and duration as are customary in valuations of this kind.

“FINRA” means the Financial Industry Regulatory Authority, Inc. and its successors.

“H&F and SLP” means Hellman & Friedman Capital Partners IV, L.P., H&F International Partners IV-A, L.P., H & F International Partners IV-B, L.P., H&F Executive Fund, IV L.P.; Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.L.C., Silver Lake Partners TSA, L.P., and Silver Lake Investors, L.P. or their respective affiliated investment funds that are: (1) under common management and control, (2) comprised of members or partners with the same ultimate ownership and (3) subject to terms and conditions substantially identical in all material respects.

“HSR Approval” means that the waiting period applicable to the consummation of the purchase of 8 million shares of Common Stock of the Company contemplated by the Term Sheet under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, and the rules and regulations thereunder, shall have expired or been terminated.

“Independent Investment Bank” means, as of any date of determination, an Investment Bank that (i) is not a Party or an Affiliate of a Party and (ii) has not performed work more than de minimis in amount or significance for a Party or an Affiliate of any Party within the prior two years from the date of determination.

“Investment Bank” means any investment banking firm of international standing.

“Investor AB” has the meaning set forth in the recitals.

“Investor AB Threshold” means, at any time of determination, 19.99% of the issued and outstanding Common Stock calculated on a fully diluted basis, which shall be calculated in accordance with the methodology set forth on Schedule A.

“Nasdaq” has the meaning set forth in the recitals.

“Nominating Committee” means the Nominating  Committee of the Board of Directors

“Person” means an individual or a corporation, partnership, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Proceeding” means any claim, suit, action or legal, administrative, arbitration or other alternative dispute resolution proceeding or investigation.

“Representatives” means, with respect to any Party, the directors, officers, employees, agents, attorneys, accountants, consultants, current or potential lenders, financial and other advisors of such Party.

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“Securities Act” means the Securities Act of 1933, as amended.

“Self-Regulatory Organization” means FINRA, any United States or non-United States securities exchange, commodities exchange, registered securities association, the Municipal Securities Rulemaking Board, National Futures Association, and any other board or body, whether United States or non-United States, that regulates brokers, dealers, commodity pool operators, commodity trading advisors or future commission merchants.

“Shares” means shares of Common Stock.

“SLP Registration Rights Agreement” means, collectively, (i) that certain Registration Rights Agreement, dated as of April 22, 2005, among Nasdaq, Hellman & Friedman Capital Partners IV, L.P. , H&F Executive Fund IV, L.P., H&F International Partners IV-A, L.P., and H&F International Partners IV-B, L.P., Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., VAB Investors, LLC and Integral Capital Partners VI, L.P. and (ii) that certain Registration Rights Agreement, dated as of September 25, 2009 among Nasdaq and certain holders named therein.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of the capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

“Third Party Tender Offer” means a bona fide public offer subject to the provisions of Regulation 14D or 14E under the Exchange Act, by a Person (that is not made by and does not include Nasdaq or any of its Affiliates, Investor AB or any of its Affiliates or any group that includes as a member Investor AB or any of its Affiliates) to purchase or exchange for cash or other consideration all of the outstanding capital stock of Nasdaq.

ARTICLE II
TRANSFER RESTRICTIONS

Section 2.1             Transfer.

(a)           For six months following the date of this Nasdaq Stockholders’ Agreement, Investor AB shall not transfer, sell, assign, or otherwise dispose of (“Transfer”) any of the Shares beneficially owned by it, except (A) in compliance with all applicable federal securities laws and (B):

(i)            to one or more Affiliates, so long as such Affiliates agree in writing to be bound by and Investor AB continues to be bound by the terms of this Nasdaq Stockholders’ Agreement (for the avoidance of doubt, upon such Transfer, Investor AB and such Affiliates will be treated as one “party” for all purposes under this Nasdaq Stockholders’ Agreement); provided, however, that if any such transferee ceases to be an Affiliate of Investor AB, then such transferee shall transfer its Shares to Investor AB or one of its Affiliates then a Party to this Nasdaq Stockholders’ Agreement;

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(ii)           to Nasdaq or any of its Subsidiaries, including pursuant to a share buyback (for the avoidance of doubt, to the extent that Investor AB’s participation in such buyback is limited to its pro rata interest, such interest shall be based on its beneficial ownership, provided, however, that in no event shall Investor AB’s participation in any buyback for which participation is so limited exceed the pro rata interest based on Investor AB’s beneficial ownership);

(iii)          pursuant to a merger, consolidation, share exchange, tender offer or other similar transaction involving Nasdaq; provided, however, that notwithstanding the foregoing, a Transfer pursuant to a voluntary tender of Shares may only be undertaken in reliance on this clause (iii) if, within 10 Business Days of the date on which notice of such transaction is first sent or given to the Board of Directors, the Board of Directors does not recommend rejection of such transaction; or

(iv)          with the prior written consent of Nasdaq.

(b)           Notwithstanding anything in the foregoing to the contrary, Investor AB shall not Transfer any Shares to any Competitor except (A) pursuant to a merger, consolidation, share exchange, tender offer or other similar transaction involving Nasdaq, (B) in any such Transfer pursuant to a public offering or a sale pursuant to Rule 144 under the Securities Act, provided that Investor AB does not have actual knowledge that a purchaser pursuant thereto is a Competitor, or (C) to any investment bank or its Affiliate (1) in the capacity of an underwriter, placement agent, broker, dealer or similar function or (2) in a transaction (or series of related transactions) involving the transfer of Shares representing less than 5.0% of the outstanding Common Stock; and

(c)           To the extent any securities have been registered in accordance with Section 2.1(c) or Section 2.1(d) of the 2005 Registration Rights Agreement, and for so long as Investor AB continue to own any Registrable Securities (as defined in the 2008 Registration Rights Agreement, but without giving effect to the second sentence of such definition), Investor AB shall not effect any sale or distributions of Shares, including a sale pursuant to Rule 144 (except as part of any such registration, if permitted), during such period as the lead underwriter of such registration may reasonably request, no greater than ninety (90) days, beginning on the effective date of any registration statement relating to an offering under Section 2.1(c) of the 2005 Registration Rights Agreement or the pricing of an offering under Section 2.1(d) of the 2005 Registration Rights Agreement.

Section 2.2             Hedging Transactions.  For six months following the date of this Nasdaq Stockholders’ Agreement, Investor AB will not enter into any swap or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether such transaction is to be settled by delivery of shares of Common Stock, other securities, cash or otherwise.  Thereafter, Investor AB will maintain a “net long position” (as such term is defined in Rule 14e-4 of the Exchange Act) with respect to the Shares it beneficially owns.

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ARTICLE III
BOARD OF DIRECTORS

Section 3.1             Board Appointment Obligation.

(a)           For so long as Investor AB continues to beneficially own at least five percent (5%) of the outstanding capital stock of Nasdaq, Investor AB shall have the right to nominate a person reasonably acceptable to the Nominating Committee (or an successor committee serving such function) (the “Investor AB Board Designee”) as director to the Board of Directors.  Nasdaq hereby agrees to (i) include the Investor AB Board Designee as nominees to the Board of Directors on each slate of nominees for election to the Board of Directors proposed by management of Nasdaq, (ii) recommend the election of the Investor AB Board Designee to the shareholders of Nasdaq and (iii) without limiting the foregoing, otherwise use its reasonable best efforts to cause the Investor AB Board Designee to be elected to the Board of Directors.  The initial Investor AB Board Designee, Borje Ekholm, shall be nominated to the Board of Directors following the Effective Date.

(b)           For so long as Investor AB beneficially owns at least five percent (5%) of the outstanding capital stock of Nasdaq, Nasdaq hereby agrees to use its reasonable best efforts to: (1) cause the appointment of the Investor AB Board Designee (but only if such Investor AB Board Designee meets the requirements to sit on any such committee) to a committee of the Board of Directors reasonably agreed to by Investor AB and the Company and (2) cause the appointment of one person designated by Investor AB who shall not be an Investor AB Board Designee and who shall be reasonably acceptable to the Nominating Committee (or an successor committee serving such function) (the “Investor AB Committee Designee”) to a committee of the Board reasonably agreed to by Investor AB and the Company (the “C ommittee”), in each of the foregoing subject to applicable law, regulation, stock exchange listing standard or committee composition standards.  The initial Investor AB Committee Designee shall be designated by Investor AB as soon as reasonably practicable after the Effective Date Nasdaq (A) shall promptly thereafter cause the appointment of such designee to the Committee and (B) covenants that the Nominating Committee shall take no action until such designee has been appointed to the Committee.

(c)           In the event that any Investor AB Board Designee or Investor AB Committee Designee for any reason ceases to serve as such during his or her term of office, to the extent Investor AB is entitled to designate an Investor AB Board Designee or Investor AB Committee Designee pursuant to this Section 3.1, the resulting vacancy on the Board of Directors, any committees of the Board of Directors or the Nominating Committee shall be filled by a person designated by Investor AB and reasonably acceptable to the Nominating Committee (or an successor committee serving such function).

(d)           Any Investor AB Board Designee and Investor AB Committee Designee may be removed for Cause at any time by a majority of the Board of Directors.

Section 3.2             No Interference with Board Rights.  Nasdaq will use its reasonable best efforts not to, directly or indirectly, propose or take any action to encourage any modification to the composition of the Board of Directors, in Nasdaq’s reasonable judgment, would likely result

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in the elimination or significant diminishment of the rights of Investor AB specified in Section 3.1; provided that the foregoing shall in no way limit Nasdaq’s right to increase the number of directors on the Board of Directors.

ARTICLE IV
VOTING RIGHTS

Section 4.1             Voting Rights.  If, after the Effective Date, the Board of Directors, in its sole discretion, determines it is in Nasdaq’s interests to seek Commission approval for the exemption from Article Fourth, Section C.2 of Nasdaq’s Amended and Restated Certificate of Incorporation for Excess Shares held by any major investor then Nasdaq shall use its commercially reasonable best efforts to obtain a similar approval of the Commission with respect to Investor AB.

ARTICLE V
STANDSTILL

Section 5.1             Standstill.  Investor AB (on behalf of itself and its Affiliates) hereby agrees that, from the Effective Date until the Standstill Termination Date (as defined in Section 5.3), neither Investor AB nor any of its Affiliates will:

(a)           purchase or otherwise acquire, offer or propose to acquire, or solicit an offer to sell or agree to acquire, directly or indirectly, alone or in concert with others, beneficial or record ownership of any shares of the capital stock of Nasdaq or any Derivative Securities (excluding shares and securities received by way of stock dividend, stock reclassification or other distributions or offerings made available on a pro rata basis to Nasdaq’s stockholders) if, after giving effect thereto, Investor AB, its Affiliates and all groups of which Investor AB or any of its Affiliates is a member would beneficially own an amount of shares of capital stock of Nasdaq, including any Derivative Securities on an as-exercised, converted or exchanged basis, as applicable, in excess of the Investor AB Threshold; p rovided, however, that, if as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by Nasdaq, Investor AB beneficially owns an amount of shares of capital stock of Nasdaq, including any Derivative Securities on an as-exercised, converted or exchanged basis, as applicable, in excess of the Investor AB Threshold, Investor AB shall not be in violation of this Section 5.1(a) so long as Investor AB does not take any of the actions referred to in the first clause of this Section 5.1(a) and Investor AB complies with Section 2.1(c) hereof;

(b)           make, or in any way participate in, directly or indirectly, alone or in concert with others (including by or through any group of which Investor AB or any of its Affiliates is a member), any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote securities of Nasdaq or to provide or withhold consents with respect to securities of Nasdaq, whether subject to or exempt from the proxy rules, or seek to advise or influence any person or entity with respect to, the voting of, or the providing or withholding consent with respect to, any securities of Nasdaq;

(c)           either directly or indirectly in concert with others (including by or through any group of which Investor AB or any of its Affiliates is a member) make any offer with respect to,

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or make or submit a proposal with respect to, or ask or request any other person to make an offer or proposal with respect to, or in any other way support, any transaction that would, if consummated, be reasonably likely to result in a Change of Control, including a merger, business combination, restructuring, reorganization, recapitalization, tender or exchange offer or asset disposition involving Nasdaq or any of its Affiliates;

(d)           except as provided in Article III hereof, either directly or indirectly in concert with others (including by or through any group of which Investor AB or any of its Affiliates is a member) seek representation on the Board of Directors or the board of directors or equivalent of any of Nasdaq’s controlled Affiliates, seek to remove any members of the Board of Directors or expand or reduce the size of the Board of Directors or otherwise act alone or in concert with others (including by or through any group of which Investor AB or any of its Affiliates is a member) to make public statements or otherwise seek to control or influence the management or Board of Directors of Nasdaq or any of its controlled Affiliates;

(e)           form, join or any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any securities of Nasdaq; or

(f)            either directly or indirectly in concert with others (including by or through any group of which Investor AB or any of its Affiliates is a member) publicly announce or disclose any intention, or enter into or disclose any plan or arrangement inconsistent with the foregoing (including publicly making a request that Nasdaq or the Board of Directors waive, amend or terminate any provisions of this Nasdaq Stockholders’ Agreement or making such a request if such request would reasonably be likely to require public disclosure by any Person or otherwise result in public disclosure).

Section 5.2             Permitted Action.  Notwithstanding the provisions of Section 5.1, nothing herein shall prohibit or restrict Investor AB or its Affiliates from making any disclosure pursuant to Section 13(d) of the Exchange Act that Investor AB or such Affiliate reasonably believes, based on the advice of independent legal counsel, is required in connection with any action taken by Investor AB or such Affiliate that is not inconsistent with this Nasdaq Stockholders’ Agreement.

Section 5.3             Suspension and Termination.

(a)           The restrictions contained in Section 5.1 shall terminate and shall cease to apply upon the earliest to occur of the following (the “Standstill Termination Date”): (i) the 10th anniversary of the date of this Nasdaq Stockholders’ Agreement, (ii) Investor AB beneficially owning less than 5% of the outstanding Shares, (iii) Nasdaq entering into a definitive agreement which, if consummated, would result in a Change of Control, (iv) the consummation of a Change of Control or (v) the Investor AB Board Designee has not been elected to the Board of Directors by shareholders at a meeting of shareholders of Nasdaq held for purposes of the election of directors and for which an Investor AB Board Designee has been nominated.

(b)           On the Standstill Termination Date, (x) if any Investor AB Board Designee are members of the Board of Directors or an Investor AB Committee Designee is a member of the Nominating Committee, then at the Board of Directors’ request such Investor AB Board

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Designee shall immediately resign from the Board of Directors and all committees thereof and the Investor AB Committee Designee shall immediately resign from the Nominating Committee and (y) any rights of Investor AB under Section 3.1 of this Nasdaq Stockholders’ Agreement shall immediately and permanently terminate.

Section 5.4             Certain Tender Offers.  Notwithstanding the provisions of Section 5.1, if a Third Party Tender Offer is made and, within 10 Business Days of the date on which the Third Party Tender Offer is first published or sent or given, the Board of Directors does not recommend rejection of the Third Party Tender Offer in accordance with Rule 14e-2 under the Exchange Act, then Investor AB may tender into such Third Party Tender Offer, but in all other respects the provisions of Section 5.1 shall continue to apply.

ARTICLE VI
INDEMNIFICATION

Section 6.1             Indemnification.  Nasdaq will indemnify, exonerate and hold Investor AB and each of its partners, stockholders, members, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the partners, stockholders, members, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnified Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses) incurred by the Indemnifi ed Parties or any of them before or after the date hereof (collectively, the “Indemnified Liabilities”), arising out of any actual or threatened action, cause of action, suit, or claim arising directly or indirectly out of Investor AB’s actual, alleged or deemed control or ability to influence Nasdaq or any of its Subsidiaries (other than any such Indemnified Liabilities that arise out of any breach of this Nasdaq Stockholders’ Agreement by such Indemnified Party or other related Persons); provided that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, Nasdaq hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.  The rights of any Indemnified Party to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Indemnified Party i s or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of incorporation, bylaws or other organizational documents of Nasdaq or any of its Subsidiaries and shall extend to such Indemnified Party’s successors and assigns.

ARTICLE VII
MISCELLANEOUS

Section 7.1             Notices.

(a)           All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile or similar writing) and shall be given to:

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(b)           Nasdaq at:

THE NASDAQ OMX GROUP, INC.
One Liberty Plaza
New York, NY 10006
Attn:  Edward S. Knight, Esq.
Fax:  (301) 978-8471

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attn:  Yossi Vebman, Esq.
Fax:  (917) 777-3719

(c)           If to Investor AB, to:

INVESTOR AB
Arsenalsgatan SC, SE-103 32
Stockholm, Sweden
Attn: Petra Hedengran
Fax:         + 46 8 614 21 98

with a copy to (which shall not constitute notice):

Simpson Thacher & Bartlett LLP
425 Lexington Avenue
New York, NY 10017
Attn:  Alan Klein, Esq.
Fax:  (212) 455-2502

or such other address or facsimile number as such Party may hereinafter specify for the purpose of giving such notice to the Party.  Each such notice, request or other communication shall be deemed to have been received (i) if given by facsimile, when such facsimile is transmitted to the Fax number specified pursuant to this Section 7.1 and confirmation of receipt is received or (ii) if given by any other means, when delivered at the address specified in this Section 7.1.

Section 7.2             No Waivers; Amendments.

(a)           No failure or delay on the part of any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(b)           Neither this Nasdaq Stockholders’ Agreement nor any term or provision hereof may be amended or waived in any manner other than by instrument in writing signed, in the case

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of an amendment, by each of Investor AB and Nasdaq, or in the case of a waiver, by the Party against whom the enforcement of such waiver is sought.

Section 7.3             Non-Disparagement.  Until the termination of this Nasdaq Stockholders’ Agreement, each of the Parties agrees that none of it or its respective Subsidiaries, Affiliates, successors or assigns shall, and each Party shall instruct its Representatives not to, in any way intentionally disparage, attempt to discredit, or otherwise call into disrepute, any other Party or such other Party’s Subsidiaries, Affiliates, successors, assigns, stockholders or Representatives, or any of such Party’s products or services, in any manner that could reasonably be expected to (i) damage the business or reputation of such other Party, its products or services or its Subsidiaries, Affiliates, successors, assigns or Representati ves or (ii), subject to the terms of this Nasdaq Stockholders’ Agreement, disrupt, impede, hinder or delay such other Party’s attempts to consummate the transactions contemplated by this Nasdaq Stockholders’ Agreement.  Without limiting the foregoing, neither Party shall make any comments or statements to any non-party (including the press, employees or former employees of the other Party, any client or prospective or former client of the other Party, any individual or entity with whom the other Party has a business relationship or any other Person), if such comment or statement reasonably could be expected to adversely affect the conduct of the business of the other Party, or any of its plans or prospects or the business reputation of such other Party or any of such other Party’s products or services or that of any of its Subsidiaries, Affiliates, successors, assigns or Representatives, except as may be required by applicable law, Authority, judicial order or subpoena; provided, however, that any party making such comments or statements to comply with applicable law, Authority, judicial order or subpoena shall, to the extent that such grant would not conflict with applicable law, first grant each other party reasonable opportunity to review such comments or statements.