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•	“Nasdaq,” “we,” “us” and “our” refer to Nasdaq, Inc.

•	“Nasdaq Baltic” refers to collectively, Nasdaq Tallinn AS, Nasdaq Riga, AS, and AB Nasdaq Vilnius.

•	“Nasdaq BX” refers to the cash equity exchange operated by NASDAQ BX, Inc.

•	“Nasdaq BX Options” refers to the options exchange operated by NASDAQ BX, Inc.

•	“Nasdaq Clearing” refers to the clearing operations conducted by Nasdaq Clearing AB.

•	“Nasdaq GMNI” refers to the options exchange operated by ISE Gemini, LLC.

•	“Nasdaq ISE” refers to the options exchange operated by International Securities Exchange, LLC.

•	“Nasdaq MCRY” refers to the options exchange operated by ISE Mercury, LLC.

•	“Nasdaq Nordic” refers to collectively, Nasdaq Clearing AB, Nasdaq Stockholm AB, Nasdaq Copenhagen A/S, Nasdaq Helsinki Ltd, and Nasdaq Iceland hf.

•	“Nasdaq PHLX” refers to the options exchange operated by NASDAQ PHLX LLC.

•	“Nasdaq PSX” refers to the cash equity exchange operated by NASDAQ PHLX LLC.

•	“The Nasdaq Stock Market” refers to the cash equity exchange operated by The NASDAQ Stock Market LLC.

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•	our 2017 outlook;

•	the integration of acquired businesses, including accounting decisions relating thereto;

•	the scope, nature or impact of acquisitions, divestitures, investments, joint ventures or other transactional activities;

•	the effective dates for, and expected benefits of, ongoing initiatives, including transactional activities and other strategic, restructuring, technology, de-leveraging and capital return initiatives;

•	our products, order backlog and services;

•	the impact of pricing changes;

•	tax matters;

•	the cost and availability of liquidity and capital; and

•	any litigation, or any regulatory or government investigation or action, to which we are or could become a party.

•	our operating results may be lower than expected;

•	our ability to successfully integrate acquired businesses, including the fact that such integration may be more difficult, time consuming or costly than expected, and our ability to realize synergies from business combinations and acquisitions;

•	loss of significant trading and clearing volumes or values, fees, market share, listed companies, data products customers or other customers;

•	our ability to keep up with rapid technological advances and adequately address cybersecurity risks;

•	economic, political and market conditions and fluctuations, including interest rate and foreign currency risk, inherent in U.S. and international operations;

•	the performance and reliability of our technology and technology of third parties;

•	our ability to continue to generate cash and manage our indebtedness; and

•	adverse changes that may occur in the litigation or regulatory areas, or in the securities markets generally.

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(1)	For the year ended December 31, 2016, matched market share for Nasdaq ISE, Nasdaq GMNI, and Nasdaq MCRY is included since the closing of the ISE acquisition on June 30, 2016.

(2)	Includes Finnish option contracts traded on EUREX Group.

(3)	Includes transactions executed on The Nasdaq Stock Market’s, Nasdaq BX’s and Nasdaq PSX’s systems plus trades reported through the FINRA/Nasdaq Trade Reporting Facility.

(4)	Transactions executed on Nasdaq Commodities or OTC and reported for clearing to Nasdaq Commodities measured by Terawatt hours (TWh).

(5)	New listings include IPOs, including those completed on a best efforts basis, issuers that switched from other listing venues, closed-end funds and separately listed ETPs.

(6)	New listings include IPOs and represent companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North.

(7)	Number of listed companies for The Nasdaq Stock Market at period end, including separately listed ETPs.

(8)	Represents companies listed on the Nasdaq Nordic and Nasdaq Baltic exchanges and companies on the alternative markets of Nasdaq First North at period end.

(9)	Total contract value of orders signed during the period.

(10)	Represents total contract value of signed orders that are yet to be recognized as revenue. Market technology deferred revenue, as discussed in Note 8, “Deferred Revenue,” to the consolidated financial statements, represents consideration received that is yet to be recognized as revenue for these signed orders.

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(1)	Includes Section 31 fees of $24 million in 2016, $19 million in 2015 and $28 million in 2014. Section 31 fees are recorded as equity derivative trading and clearing revenues with a corresponding amount recorded in transaction-based expenses.

(2)	Includes Section 31 fees of $290 million in 2016, $282 million in 2015 and $306 million in 2014. Section 31 fees are recorded as cash equity trading revenues with a corresponding amount recorded in transaction-based expenses.

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(1)

We determine the tax effect of each item based on the tax rules in the respective jurisdiction where the transaction occurred. Also included in this adjustment for the year ended December 31, 2016 is $27 million in tax expense associated with an unfavorable decision from the Finnish Supreme Administrative Court on a tax position. For the year ended December 31, 2014 this amount includes $23 million associated with the recognition of a previously unrecognized tax benefit.

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(1)

Our debt obligations include both principal and interest obligations. At December 31, 2016, an interest rate of 2.84% was used to compute the amount of the contractual obligations for interest on the 2016 Credit Facility. All other debt obligations were primarily calculated on a 360-day basis at the contractual fixed rate multiplied by the aggregate principal amount at December 31, 2016. See Note 9, “Debt Obligations,” to the consolidated financial statements for further discussion.

(2)	We lease some of our office space under non-cancelable operating leases with third parties and sublease office space to third parties. Some of our leases contain renewal options and escalation clauses based on increases in property taxes and building operating costs.

(3)	Other obligations primarily consist of potential future escrow agreement payments related to prior acquisitions as well as other service agreement payments.

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#	Represents multiple foreign currency rates.

N/A	Not applicable.

(1)	The 2015 percentage of operating income in Swedish Krona was impacted by restructuring charges recorded during 2015 as a majority of these charges were recorded in currencies other than the U.S. dollar, primarily the Swedish Krona. See Note 3, “Restructuring Charges,” to the consolidated financial statements for further discussion.

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(1)	The amounts in this column include only the number of shares to be issued upon exercise of outstanding options, warrants and rights. At December 31, 2016, we also had 4,254,012 shares to be issued upon vesting of outstanding restricted stock and PSUs.

(2)	This amount includes 6,688,702 shares of common stock that may be awarded pursuant to the Equity Plan and 2,324,744 shares of common stock that may be issued pursuant to the ESPP.

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*	Management contract or compensatory plan or arrangement.

**

The following materials from the Nasdaq, Inc. Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015; (ii) Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014;  (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, 2015 and 2014; (iv) Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014; and (vi) notes to consolidated financial statements.

(b)	Exhibits:

(c)	Financial Statement Schedules:

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*	Pursuant to Power of Attorney

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*	Management contract or compensatory plan or arrangement.

**

The following materials from the Nasdaq, Inc. Annual Report on Form 10-K for the year ended December 31, 2016, formatted in XBRL (eXtensible Business Reporting Language): (i) Consolidated Balance Sheets as of December 31, 2016 and December 31, 2015; (ii) Consolidated Statements of Income for the years ended December 31, 2016, 2015 and 2014; (iii) Consolidated Statements of Comprehensive Income (Loss) for the years ended December 31, 2016, 2015 and 2014; (iv) Consolidated Statements of Changes in Equity for the years ended December 31, 2016, 2015 and 2014; (v) Consolidated Statements of Cash Flows for the years ended December 31, 2016, 2015 and 2014; and (vi) notes to consolidated financial statements.

+	Annual Director Retainer compensation is equal to a total value of $75,000 for each Director, other than the Chairman of the Board.

+	The Lead Independent Director will receive the Director Retainer plus an additional Lead Independent Director Retainer of $75,000 for the period of time from January 1, 2017 through the 2017 Annual Meeting of Stockholders.

+	The Chairman of the Board will receive Chairman Retainer compensation equal to a total value of $240,000.

+

The Annual Retainer will be delivered in the form of equity; however, Directors may annually elect to receive the Annual Retainer compensation in cash or equity. Equity will be paid in the form of equity awards permitted under the Nasdaq, Inc. Equity Incentive Plan (the “Equity Plan”) to be awarded automatically on the date of the Annual Meeting immediately following the election of the Board. Each Director will have the opportunity to make this election during the thirty (30) day period preceding the Annual Meeting. If the Director declines to make an election, the entire Annual Retainer will be paid in equity.

+

If cash is selected, the cash portion will be paid semi-annually in arrears, in equal installments, no later than the fifteenth day of the third month following the end of the semi-annual period; provided, however, that a Director will have a right to receive a cash payment for any given period only if that person serves as a Director during all or a portion of that period, with the cash payment for the period being prorated in the case of a person who serves as a Director during only a portion of a period (other than on account of death or disability).

+	The equity portion selected will be paid in accordance with the “Policies and Procedures Relating to Equity Grants” below.

+	A Director appointed after the annual shareholders meeting will be eligible to receive a prorated share of the Annual Retainer compensation. Such a Director may elect to receive the Annual Retainer compensation in cash or equity. Equity will be paid retroactively on the date of the next Annual Meeting. Any cash portion will be paid semi-annually in arrears.

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+	All Directors, including the Chairman and Lead Independent Director, will receive an additional annual equity award of a type permitted under the Equity Plan, such as Restricted Stock Units, in the amount of $200,000 per annum.

+	The annual equity award will be granted to each Director automatically on the date of the Annual Meeting immediately following the Director’s election and appointment to the Board.

+	The annual equity award will be paid in accordance with the “Policies and Procedures Relating to Equity Grants” below.

+	The Chairperson of each of the Audit and Management Compensation Committees will receive an Annual Chair Fee of $30,000.

+	The Chairperson of the Nominating & Governance Committee will receive an Annual Chair Fee of $20,000.

+

The Annual Chair fees will be paid in equity; however, each Chairperson may elect to receive the Annual Chair fees in cash or equity. The Annual Chair fees will be paid at the beginning of the annual compensation year in connection with the Annual Meeting. Fees paid in equity will be paid annually in arrears on the date of the Annual Meeting and in accordance with the “Policies and Procedures Relating to Equity Grants” below.

+	Each Non-Chair Member of the Audit and Management Compensation Committees will receive an annual membership fee of $10,000.

+

The Annual Committee Member fees will be paid in equity; however, each Non-Chair Member may elect to receive the Annual Committee Member fees in cash or equity. The Annual Committee Member fees will be paid at the beginning of the annual compensation year in connection with the Annual Meeting. Fees paid in equity will be paid annually in arrears on the date of the Annual Meeting and in accordance with the “Policies and Procedures Relating to Equity Grants” below.

+	All Director equity will be granted under the Equity Plan.

+	Calculation of the number of shares of equity to be awarded to Directors will be valued at 100% of face value and based on the closing price of Nasdaq’s common stock on the date of the grant. Equity awards are non-transferable and must be issued to the Director.

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+	Any equity wards paid as retroactive compensation (e.g. for Committee Chair and Committee Member fees) will vest immediately. All other equity awards will vest 100% one (1) year from the date of the grant. Equity awards will also vest upon the scheduled expiration of a Director’s term, if such term is not renewed.

+	Upon a Director’s resignation (other than for death or disability) prior to the end of the Director’s term, equity awards will be forfeited.

+	Upon termination of a Director for “Misconduct,” all equity awards will be forfeited without further consideration to the Director.

+	Upon termination of a Director on account of his death or disability, equity awards will vest.

+	Shortly after vesting, vested shares will appear in the Director’s account at E*Trade. To view this information, a Director may log directly onto his or her online E*Trade account at https://us.etrade.com/e/t/user/login_sp. Additionally, a Director may contact E*Trade’s Executive Services Team at 1.866.987.2339 or via email at executiveservices@etrade.com

+	Equity awards will be evidenced by an Equity Award Agreement to be entered into with each Director.

+	Once vested, shares will be freely tradeable. Nasdaq does not have a repurchase right or obligation.

+	Trading in Nasdaq shares, however, is subject to the Director and Executive Officers Trading Policy and to any contractual restrictions on transfer, such as lock-up agreements, that may be applicable.

+	SEC Form 4s (Change in Beneficial Ownership) must be filed by each Director with the SEC within 2 business days of equity grants. The Director may request Nasdaq’s assistance with the preparation and filing of Form 4s and other Section 16 reports by providing a completed Power of Attorney and CIK/CCC Code, if the Director has a CIK/CCC Code currently assigned.

+	Equity will be reflected as stock owned by Directors, if required, in the Beneficial Ownership Table of the Nasdaq Proxy and will be disclosed under the general Director compensation section of the Proxy.

+	Stock ownership guidelines for Directors of Nasdaq are as follows.

+	New Directors are expected to meet the applicable level of ownership within four years of their election to the Board of Directors.

+	The value of shares owned will be calculated based upon Nasdaq’s average closing common stock price for a 90 day period prior to the date on which the Director is expected to meet the applicable level of stock ownership.

+	Shares that count toward meeting the stock ownership guidelines include:

þ	Shares owned outright (e.g., shares obtained upon option exercise, shares purchased in the open market, etc.)

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þ	Shared ownership (e.g., shares owned or held in trust by immediate family)

þ	Vested and unvested restricted shares

+	Shares that do not count toward meeting the stock ownership guidelines:

þ	Vested stock options

þ	Unvested stock options

+	Once an applicable guideline threshold has been attained, the Director is expected to continuously retain sufficient share ownership to meet the guideline for as long as the Director is subject to the Stock Ownership Guidelines.

+	There may be instances where an exception to the guidelines is necessary or appropriate, including in cases where the satisfaction of the guidelines would place a severe hardship on the Director. In such cases, the Chairman of the Board will make a final determination as to whether an exception to the Stock Ownership Guidelines, in whole or in part, will be granted.

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(a)	Business Expenses. During the Term, the Company shall reimburse the Executive for reasonable business expenses incurred by her in the performance of her duties hereunder in accordance with the policy established by the Compensation Committee.

(b)

Transportation and Security. During the Term, in accordance with the directives of the Compensation Committee, the Company shall provide the Executive with an automobile and driver during the business week for personal and business use and at other times as required for business purposes. The driver shall have security training as necessary and advisable for the personal safety of the Executive or her family.

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a)	Non-Solicitation of Customers, Potential Customers and Employees.

a)	Ownership of Nasdaq Inventions by the Company.

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a.

Definition of “Claims.” Except as stated below, “Claims” includes without limitation all actions or demands of any kind that you may now have or have had or reasonably known you should have had (although you are not being asked to waive Claims that may arise after the date of this Agreement). More specifically, Claims include rights, causes of action, damages, penalties, losses, attorneys’ fees, costs, expenses, obligations, agreements, judgments and all other liabilities of any kind or description whatsoever, either in law or in equity, whether known or unknown, suspected or unsuspected. The nature of Claims covered by this release includes without limitation all actions or demands in any way based on your employment with the Company, the terms and conditions of such employment, or your separation from employment. More specifically, all of the following are among the types of Claims which are waived and barred by this General Release of Claims to the extent allowable under applicable law and are considered illustrative but not exhaustive:

•	Contract Claims, whether express or implied;

•	Tort Claims, such as for defamation or emotional distress;

•	Claims under federal, state and municipal laws, regulations, ordinance or court decisions of any kind;

•	Claims of discrimination, harassment or retaliation, whether based on race, color, religion, gender, sex, age, sexual orientation, handicap and/or disability, genetic information, national origin, or any other legally protected class;

•	Claims under the AGE DISCRIMINATION IN EMPLOYMENT ACT, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act as amended, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, and similar state and local statutes, laws and ordinances, including but not limited to the New York State Human Rights Law, the New York

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•	Claims under the Employee Retirement Income Security Act, the Occupational Safety and Health Act, the False Claims Act, and similar state and local statutes, laws and ordinances;

•	Claims for wrongful discharge; and

•	Claims for attorneys’ fees, including litigation expenses and/or costs,

b.

Exclusions: Notwithstanding any other provision of this release, the following are not barred by the release: (a) Claims relating to the validity of this Agreement; (b) Claims by either party to enforce this Agreement; (c) Claims which are not legally waiveable, including SEC whistleblowing claims pursuant to Rule 21F-17. In addition, this General Release of Claims will not operate to limit or bar your right to file an administrative charge of discrimination with the Equal Employment Opportunity Commission (EEOC) or to testify, assist or participate in an investigation, hearing or proceeding conducted by the EEOC. However, the Release does bar your right to recover any personal or monetary relief, including if you or anyone on your behalf seeks to file a lawsuit or arbitration on the same basis as the charge of discrimination. Additionally, nothing in this Release should have a chilling effect on your ability to engage in whistleblowing activity, by prohibiting or restricting you (or your attorney) from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the SEC or FINRA regarding your employment at the Company, and nothing prevents you from reporting to, communicating with, contacting, responding to an inquiry from, providing relevant information to, participating or assisting in an investigation conducted by, or receiving a monetary award from the SEC or any other governmental enforcement agency related to such communication (except as noted in Section 3(b) above).

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4.	Section 8(a), the last sentence of the first paragraph and the second paragraph only is deleted, and 8(b)(i)(A) and 8(b)(i)(B) are amended and restated as follows:

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5.	Sections 8(c) and 8(d) are deleted.

6.	Section 8(e) is amended and restated as follows:

7.	Sections 8(f) is deleted.

8.	Section 8(g)(i)(A) is amended and restated as follows:

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9.	Section 8(h) and 8(i) are renamed 8(e) and 8(f), respectively.

10.	Unless otherwise modified herein, the terms and conditions of the Employment Agreement shall remain unchanged and in full force and effect.

2.	Section 2(a) is amended and restated as follows:

3.	Section 2 is amended by inserting a new Section 2(c) as follows:

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7.	Section 8(a) is amended by inserting a new first paragraph as follows:

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8.	Section 8(b)(i)(A), the first paragraph is amended and restated as follows:

(A)

Severance Payment. During the Term of the Agreement through December 31, 2016, in addition to the benefits provided under Section 8(f) associated with provided Non-Continuation Notice, the Company shall pay the Executive an amount (the “Severance Payment”) equal to the sum of (I) two times the Base Salary paid to the Executive with respect to the calendar year immediately preceding the Executive’s Date of Termination, (II) the Target Bonus and (III) any pro rata Target Bonus with respect to the calendar year in which the Date of Termination occurs, determined in accordance with the Pro Rata Target Bonus Calculation. Target Bonus for severance purposes is defined under the Executive Corporate Incentive Plan for the calendar year which precedes the year in which occurs the Executive’s Date of Termination. Target Bonus is intended to be a fixed severance payment equal to the prior year Target Bonus and not a performance-contingent payment dependent on current year or prior year performance. “Pro-Rata Target Bonus Calculation” is determined by multiplying the Target Bonus by a fraction, the numerator of which is the number of days in the fiscal year in which the Date of Termination occurs through the Date of Termination and the denominator of which is three hundred sixty-five. Pro-rata Target Bonus with respect to the calendar year in which Executive’s Date of Termination occurs shall be paid only in the event the performance goals established under the ECIP for that calendar year with respect to such Target Bonus have been satisfied. Payment of the pro-rata Target Bonus shall be delayed until following the date the Company’s Compensation Committee determines that such performance goals have been satisfied, in accordance with the rules under the ECIP (the “Performance Goal Determination Date”). Effective January 1, 2017, in addition to the benefits provided under Section 8(f) associated with providing Non-Continuation Notice, the Severance Payment shall be equal to the sum of (I) any unpaid 2016 Base Salary through December 31, 2016 (II) any unpaid 2017 Vice Chairman Base Salary for the remaining Term of the Agreement, (III) any unpaid 2016 Annual Bonus, not prorated and determined based on actual Corporate, business unit and individual performance goal achievement, and (IV) the 2017 Vice Chairman Target Bonus. Vice Chairman Target Bonus for severance purposes is defined under the Executive Corporate Incentive Plan for the calendar year in which the Executive’s Date of Termination occurs. Vice Chairman Target Bonus is intended to be a fixed severance payment equal to the current year Vice Chairman Target Bonus and not a performance-contingent payment dependent on current year or prior year performance.

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10.	Section 8(f), the second sentence is amended and restated as follows:

11.	Section 8(g)(i)(A), first paragraph, is amended and restated as follows:

(A)

CIC Severance Payment. In addition to the benefits provided under Section 8(f) associated with providing Non-Continuation notice, on the first day of the seventh (7th) month following the Executive’s Date of Termination, the Company shall pay the Executive a lump sum cash payment equal to the sum of (I) Base Salary for the remaining Term of the agreement, (II) the Target Bonus for the calendar year in which Executive’s Date of Termination occurs. Target Bonus for severance purposes is defined under the Executive Corporate Incentive Plan for the calendar year in which the Executive’s Date of Termination occurs. Target Bonus is intended to be a fixed severance payment equal to the current year Target Bonus and not a performance-contingent payment dependent on current year or prior year performance.

12.	The Company's address for the purpose of providing notices as set out in Section 12(f) is amended as follows:

13.	Section 12(l) is amended and restated as follows:

14.	Exhibit B (the General Release of Claims) is amended and replaced as follows:

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By:	/s/ Bryan Smith Name: Bryan Smith Title: Senior Vice-President, Global Head of Human Resources

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1.

The Executive accepts the payments and benefits provided to him by Nasdaq International Ltd (the "Company") upon termination of his employment in full and final settlement of the Employment Claims and all and any claims or rights of action he may have now or may have in the future against the Company and any other Protected Person in connection with or arising from his employment or its termination, the holding and/or loss of any office, or any other related or connected matter including without limitation any claims that he may have in any jurisdiction in the world under statute, common law or European law. The Executive and the Company both acknowledge that it is their express intention, when entering into this Agreement, that it covers all such claims, whether known or unknown to one or the other or neither or both of the parties and whether the factual or legal basis for the claim is known or could have been known to one or the other or neither or both of the parties.

2.

The Executive agrees that he is solely responsible for and fully and effectively indemnifies the Company and all Group Companies against any demand for tax and employee national insurance contributions (whether payable in the United Kingdom or elsewhere) arising out of or in connection with any liability to pay (or deduct) tax or employee national insurance contributions in respect of the payments and benefits set out in this Agreement, together with any interest, penalties, costs, damages or expenses which the Company or any other Group Company may incur in connection with such a demand, provided always that he shall have a reasonable opportunity to make representations to the HM Revenue and Customs before the Company makes payment against any demand.

3.	It is agreed that the Executive has notified the following possible claims to the Company:

4.	The Executive warrants that having made all reasonable enquiries he is not aware of any other claim or grounds for a claim against the Company, any Group Company or any other Protected Person in relation to any matters (howsoever arising) other than the claims notified by the Executive to the Company as set out above.

5.

It is agreed that this Agreement satisfies the conditions governing settlement agreements and compromise agreements in Section 147 of the Equality Act 2010, Section 203(3) Employment Rights Act 1996, Section 77(4A) Sex Discrimination Act 1975, Section 72(4A) Race Relations Act 1976; Section 288 Trade Union and Labour Relations (Consolidation) Act 1992; Schedule 3A Disability Discrimination Act 1995; Regulation 35 Working Time Regulations 1998; Part 1, Schedule 4 Employment Equality (Religion Or Belief) Regulations 2003; Part 1, Schedule 4 Employment Equality (Sexual Orientation) Regulations 2003; Section 49 National Minimum Wage Act 1998; Regulation 41 Transnational Information and Consultation of Employees Regulations 1999; Regulation 40 Information and Consultation of Employees Regulations 2004; and Part 1, Schedule 5 Employment Equality (Age) Regulations 2006, paragraph 12 of the schedule to the Occupational & Personal Pension Schemes (Consultation by Employers and Miscellaneous Amendment) Regulations 2006, Regulation 9 Part-Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, Regulation 10 Fixed Term Employees (Protection of Less Favourable Treatment) Regulations 2002, Regulation 62 of

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6.

The Executive warrants and confirms that he has received independent legal advice as to the terms and effect of terms of this Agreement and in particular his ability to pursue the Employment Claims, from a relevant independent adviser, namely ________________of ________________ ("Adviser") who is a solicitor of the Senior Courts of England and Wales, holding a current practising certificate and whose firm has in place a contract of insurance or an indemnity provided for members of a professional body covering the risk of a claim by the Executive in respect of any loss arising in consequence of such advice.

7.	The Executive represents and warrants that:

7.1.1	he has instructed the Adviser to advise whether he has or may have any claims, including statutory claims, against the Company arising out of or in connection with his employment or its termination;

7.1.2	he has provided the Adviser with all available information which the Adviser required or may have required in order to advise whether he has any such claims; and

7.1.3	the Adviser has advised the Executive that on the basis of the information made available by him, his only claims or particular complaints against the Company are the potential claims listed in Section 2 above, and that he has no other claim of any type against the Company or any other Protected Person.

8.	The Executive will procure that the Adviser completes and returns to the Company the Adviser’s Certificate set out in the attached Schedule, which is a condition of this Agreement.

9.	The terms of the UK Waiver of Claims set out in this Agreement and any agreement concluded in relation to it are to be construed in accordance with and subject to English Law. The proposals contained in it are made without any admission of liability. Any dispute regarding these terms shall be subject to the exclusive jurisdiction of the Courts of England and Wales.

10.	In this Agreement the following terms have the following meanings:

1.	unfair dismissal (including automatic unfair dismissal);

2.	pay in lieu of notice or damages for termination of employment without notice;

3.	any redundancy payment whether statutory or enhanced;

4.	any breach of contract including, but not limited to, any claim in respect of any share options or any other bonus or commission schemes the Executive participated in during his employment;

5.	any unlawful deductions from “wages” (as defined by section 27 Employment Rights Act 1996) including unpaid holiday pay and/or unpaid sick pay, maternity pay (statutory or otherwise), bonus or commission;

6.	for direct or indirect discrimination, victimisation or harassment related to race under section 120 of the Equality Act 2010 and/or for direct or indirect discrimination, harassment or victimisation related to colour, race, nationality or ethnic or national origin under section 54 of the Race Relations Act 1976;

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7.

for pregnancy or maternity discrimination, direct or indirect discrimination, harassment or victimisation related to sex, marital or civil partnership status, pregnancy or maternity or gender reassignment, under section 120 of the Equality Act 2010 and/or for direct or indirect discrimination, victimisation or harassment related to sex, marital or civil partnership status, gender reassignment, pregnancy or maternity under section 63 of the Sex Discrimination Act 1975;

8.	any other rights arising under Parts VI, VII and VIII Employment Rights Act 1996, including but not limited to suspension from work, time off work, adoption leave, paternity leave and flexible working;

9.	for direct or indirect discrimination, harassment or victimisation related to disability, discrimination arising from disability, or failure to make adjustments, under section 120 of the Equality Act 120 and/or for direct discrimination, disability-related discrimination, harassment or victimisation, or failure to make adjustments under section 17A of the Disability Discrimination Act 1995;

10.	for direct or indirect discrimination, harassment or victimisation related to religion or belief under section 120 of the Equality Act 2010 and/or for direct or indirect discrimination, harassment or victimisation under regulation 28 of the Employment Equality (Religion or Belief) Regulations 2003;

11.	for direct or indirect discrimination, harassment or victimisation related to sexual orientation under section 120 of the Equality Act 2010 and/or for direct or indirect discrimination, harassment or victimisation under regulation 28 of the Employment Equality (Sexual Orientation) Regulations 2003;

12.	for direct or indirect discrimination, harassment or victimisation related to age, under section 120 of the Equality Act 2010 and/or for direct or indirect discrimination, harassment or victimisation under regulation 36 of the Employment Equality (Age) Regulations 2006;

13.	in relation to the duty to consider working beyond retirement, under paragraphs 11 and 12 of Schedule 6 to the Employment Equality (Age) Regulations 2006;

14.	any claim for equal pay or equality of terms, under sections 120 and/or 127 of the Equality Act 2010 and/or any claim for equal pay under the Equal Pay Act 1970;

15.	any other claims under the Equality Act 2010 including under section 71 (sex discrimination in relation to contractual pay) and victimisation under section 77 (relevant discussions about pay);

16.	any claim regarding less favourable treatment or detriment under the Part-time Workers (Prevention of Less Favourable Treatment) Regulations 2000 or the Fixed-Term Employees (Regulations) 2002;

17.	breaches of the Working Time Regulations 1998;

18.	breaches of the National Minimum Wage Act 1998;

19.	protected disclosures and/or any claim arising under Part IV A Employment Rights Act 1996;

20.	any act constituting a detriment in employment under Part V Employment Rights Act 1996;

21.	any liability arising in relation to statutory minimum procedures under the Employment Act 2002 and/or the Employment Act 2002 (Dispute Resolution Regulations) 2004;

22.	any failure to consult trade unions or employee representatives in relation to the transfer of an undertaking;

23.	any claims under the Information and Consultation of Employees Regulations 2004;

24.	any claim relating to time off or detriment in relation to European Works Councils arising under the Transnational Information and Consultation of Employees Regulations 1999;

25.	any other claim arising under or by virtue of the Employment Rights Act 1996 or the Employment Relations Act 1998;

26.	claims under the Trade Union and Labour Relations (Consolidation) Act 1992;

27.	claims under the European Public Limited-Liability Company Regulations 2004;

28.	a failure to comply with obligations under the Data Protection Act 1998;

29.	a written statement of reasons for dismissal;

30.	tort or breach of statutory duty; and

31.	any other claims at common law.

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1.	the Executive has received independent legal advice from [name of advising solicitor] (Adviser) as to the terms and effect of the Agreement in accordance with the Settlement Agreement Conditions (as defined in the Agreement) and in particular the effect of the Agreement on his ability to pursue his rights before an Employment Tribunal;

2.	the Adviser has advised the Executive in respect of all of the claims and prospective proceedings that he has or may have against the Company and any other Protected Person (as defined in the Agreement) out of or in connection with his employment or its termination;

3.	the Adviser is a Solicitor of the Senior Courts of England and Wales holding a current practising certificate and there is in place professional indemnity or insurance cover in respect of the risk of a claim by the Employee in respect of loss arising in consequence of the advice given by the Adviser;

4.	we are not employed by or acting in this matter for the Company or any other Group Company (as defined in the Agreement); and

5.	the Settlement Agreement Conditions (as defined in the Agreement) are intended to be satisfied.

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1.	Section 1 is deleted and restated as follows:

2.	The first sentence of the second paragraph of Section 9(b) is amended and restated as follows:

3.	Section 9(c) is amended and restated as follows:

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4.	Section 9(d) is amended and restated as follows:

5.	Section 9(e) is amended by renumbering as paragraph (f).

6.	Section 9 is amended by adding a new paragraph (e) to read as follows:

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1.	Retirement Date and Transition Period

a.

Contingent upon your remaining an employee through at least December 31, 2016, and provided the Company has received a copy of this Agreement signed by you and the seven-day revocation period set forth below has expired, you will continue to be eligible for the 2016 Corporate Incentive Plan (“CIP”) at an annual target bonus opportunity of $750,000, paid based on actual Corporate, business unit and individual performance goal achievement vs. targets at the same time as paid to other CIP participants in or about February 2017 (the “CIP Payment”). If Nasdaq terminates your employment due to gross misconduct or gross negligence (as determined in Nasdaq’s sole discretion), or you voluntarily resign before September 30, 2016, you will not be entitled to any part of the CIP Payment.

b.

From this date through your Retirement Date, you shall remain fully eligible for participation in the Company’s compensation and benefits plans in which you now participate, through the Retirement Date, including the Nasdaq equity plan, pension plan and SERP. You will also be paid for all accrued but unused vacation, after retirement. If you do not execute this Agreement, your health benefits provided through the Company will continue through September 30, 2016 (or at the end of the last month of your employment, if prior to September 2016). Pursuant to federal law, and independent of this Agreement, you and your eligible dependents will be eligible to elect benefit continuation coverage if you timely apply for COBRA benefits. Information regarding your rights under COBRA will be provided to you in a separate mailing. If you choose to accept the offer of benefits set forth in Paragraph 2 of this Agreement, your group health, vision, and dental benefits will end in accordance with Paragraph 2. You will be separately notified of your benefit conversion privileges and COBRA rights.

c.

From this date through your Retirement Date, you will remain an at-will employee of the Company, meaning that you or the Company can terminate your employment at any time, with or without notice or reason. During the Transition Period, the Company reserves the right in its sole discretion to relieve you from all job duties, alter your job duties, or require you to work from home. During the Transition Period you agree to (i) continue to satisfactorily perform your job duties, as assigned; (ii) comply with all Company policies, including but not limited to the Code of Ethics; (iii) transition and transfer knowledge of your job duties

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2.	Separation Benefits

a.	The Company will provide you a retirement payment of $750,000 (minus applicable taxes and withholdings) (“the Retirement Payment”), provided you continue to perform services as described in Section 1, above, through the Transition Period. The Retirement Payment will be paid in 26 periodic payments on the Company’s regular biweekly pay schedule beginning on or around January 1, 2016.

b.

Subject to approval by the Management Compensation Committee, you will (i) remain eligible for continued vesting of the Three-Year Performance Share Units (PSU’s) granted on March 31, 2014 (“2014 Grant”), on March 31, 2015 (“2015 Grant”), and in March 2016 (“2016 Grant”), unless your employment ends any time before September 30, 2016 due to your resignation, gross misconduct, or gross negligence; and (ii) you will also remain eligible for accelerated vesting of all outstanding 1-year PSU’s on September 30, 2016, as long as you remain employed through that date. Any 2016 Grant 1-year PSUs will vest after the 1-year performance cycle concludes on December 31, 2016. Your 2016 Grant target value will be at least equal to $400,000. To the extent this Agreement conflicts with all relevant PSU Agreements, this Agreement will apply, provided that the time and form of settlement of the PSU’s shall be governed by the terms of the applicable award agreement and governing plan document. Consistent with the Nasdaq Equity Plan, in the event a change in control event occurs after your Retirement Date, all unvested awards shall vest immediately, at target, prior to the effective time of such change in control.

c.	Until December 31, 2017, you shall remain fully eligible for participation in the Company’s health and welfare benefits plans, including medical, dental and vision, in which you now participate. You will not continue eligibility for the Company’s retirement benefits.

d.

You will be eligible for senior executive full service professional outplacement assistance pursuant to the Company’s contract with The Ayers Group (or the professional outplacement company of your choice, upon prior consultation with the Company) for a period of 12 months following your Retirement Date, at the Company’s expense, up to a maximum of $50,000. You may use all or part of the $50,000 identified in this paragraph for board director training.

e.	You will be eligible for annual physical coverage (currently provided by EHE International), for 12 months immediately following your Retirement Date.

f.

You acknowledge and agree that the Retirement Payments and any other payment or benefits provided to you and on your behalf pursuant to this Agreement, including but not limited to, the legal representation and indemnification identified in Paragraph 6 of this Agreement: (i) are in full discharge of any and all liabilities and obligations of the Company to you, monetarily or with respect to your employment; and (ii) exceed any payment, benefit, or other thing of value to which you might otherwise be entitled.

g.	If you accept another position as an employee with the Company or any of its affiliates while you are receiving any Retirement Payments, or any other payments or benefits under this paragraph, you will not receive any additional Retirement Payments, or any other payments or benefits under this Agreement following your start date in the new position.

3.	General Release of Claims. You, for yourself and your heirs, executors, administrators, assigns, agents and beneficiaries, if any, do hereby agree to execute and be bound by this General Release of Claims. You waive, release, and forever discharge the Company of and from any and all Claims (as defined below) through the

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a.

Definition of “Claims.” Except as stated below, “Claims” includes without limitation all actions or demands of any kind that you may now have or have had (although you are not being asked to waive Claims that may arise after the date of this Agreement). More specifically, Claims include rights, causes of action, damages, penalties, losses, attorneys’ fees, costs, expenses, obligations, agreements, judgments and all other liabilities of any kind or description whatsoever, either in law or in equity, whether known or unknown, suspected or unsuspected. The nature of Claims covered by this release includes without limitation all actions or demands in any way based on your employment with Nasdaq, the terms and conditions of such employment or your separation from employment. More specifically, all of the following are among the types of Claims which are waived and barred by this General Release of Claims to the extent allowable under applicable law:

•	Contract Claims, whether express or implied;

•	Tort Claims, such as for defamation or emotional distress;

•	Claims under federal, state and municipal laws, regulations, ordinance or court decisions of any kind;

•	Claims of discrimination, harassment or retaliation, whether based on race, color, religion, gender, sex, age, sexual orientation, handicap and/or disability, genetic information, national origin, whistleblowing or any other legally protected class;

•	Claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, as amended, the Americans with Disabilities Act, the Genetic Information Nondiscrimination Act, the Family and Medical Leave Act, and similar state and local statutes, laws and ordinances;

•	Claims under the Employee Retirement Income Security Act, the Occupational Safety and Health Act, the False Claims Act, and similar state and local statutes, laws and ordinances;

•	Claims for wrongful discharge; and

•	Claims for attorneys’ fees, beyond those specified in this Agreement (such as the legal representation and indemnification identified in Paragraph 6 of this Agreement), including litigation expenses and/or costs.

b.

Exclusions: Notwithstanding any other provision of this release, the following are not barred by the release: (a) Claims relating to the validity of this Agreement; (b) Claims by either party to enforce this Agreement; (c) Claims which are not legally waiveable. In addition, this General Release of Claims will not operate to limit or bar your right to file an administrative charge of discrimination with the Equal Employment Opportunity Commission (EEOC) or to testify, assist or participate in an investigation, hearing or proceeding conducted by the EEOC. However, the release does bar your right to recover any personal or monetary relief, including if you or anyone on your behalf seeks to file a lawsuit or arbitration on the same basis as the charge of discrimination.

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4.

Confidentiality. You agree to keep the terms of this Agreement confidential, except that you may disclose the terms to your immediate family, attorneys, accountants, or tax planners (provided that they agree to keep this Agreement confidential as well), or in response to a subpoena, or as otherwise specifically permitted, required, or ordered by law. The Company agrees to share the terms of this Agreement only with persons who have a bona fide need to know and who agree to keep the terms of this Agreement confidential other than in response to a subpoena, or as otherwise specifically permitted, required or ordered by law. However, nothing in this Agreement should have a chilling effect on your ability to engage in whistleblowing activity, by prohibiting or restricting you (or your attorney) from initiating communications directly with, or responding to any inquiry from, or providing testimony before, the SEC or FINRA regarding your employment at the Company, and nothing prevents you from reporting to, communicating with, contacting, responding to an inquiry from, providing relevant information to, participating or assisting in an investigation conducted by, or receiving a monetary award from the SEC or any other governmental enforcement agency related to such communication (except as noted in Section 3(b) above).

5.	Non-Disparagement. You agree that you will not disparage or defame the reputation, character, image, products, or services of the Company, provided that you shall respond accurately and fully to any question, inquiry, or request for information when required by legal process.

6.	Cooperation and Legal Representation. You agree to reasonably cooperate with the Company in transitioning your responsibilities and in relation to any actual or threatened legal proceedings concerning Company-related matters about which you have relevant knowledge.

7.	Non-Admission. This Agreement does not represent an admission of liability or finding of wrongdoing by you or the Company.

8.

Return of Company Property. After the Retirement Date, you agree to promptly return to the Company all property that belongs to the Company, including without limitation all equipment, supplies, documents, files (electronic and hardcopy), and computer disks in good working order; provided you may retain any records relating to your relationship with the Company and the termination thereof. You agree not to “wipe” or otherwise destroy, erase, or compromise company files, records or information contained on any company-issued electronic equipment prior to returning these items. You further agree to remove from any personal computer all data files containing Company information.

9.	Confidential Business Information. You acknowledge your continuing obligations to the Company contained in any proprietary rights or other confidentiality agreements that you signed in favor of the Company during your employment.

10.

Non-competition. For a period of 12 months from the Retirement Date, you shall not, directly or indirectly, without the prior written permission of the Company, anywhere in the world where at the date of such termination the Company is doing business or planning to do business, enter into the employ of or render any services to: InterContinentalExchange, BATS Global Markets, CME Group, CBOE Holdings, Deutsche Borse, London Stock Exchange Group, and TMX. This provision supersedes any prior terms to which you may have previously agreed which specifically relate to any restrictions on your ability to work elsewhere. All other restrictions from prior agreements, including nonsolicitation of customers or employees, remain, as noted in Section 9 above.

11.	Breach. Should you materially breach this Agreement, then:

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a.	The Company shall have no further obligations to you under this Agreement (including but not limited to any obligation to make any further payments or provide any further benefits to you, unless required by applicable law);

b.	The Company shall be entitled to recoup the amount of any payment you received pursuant to this Agreement, plus the reasonable attorneys’ fees and costs the Company incurs in recouping such amounts from you;

c.	The Company shall have all rights and remedies available to it under this Agreement and any applicable law; and

d.	All of your promises, covenants, representations, and warranties under this Agreement shall remain in full force and effect.

12.

Arbitration. You and the Company agree that should a dispute arise between the parties under this Agreement, under any statute, regulation, or ordinance, and/or in connection with your employment or termination thereof (except as provided in Sections 3 or 4 of this Agreement), the dispute shall be submitted to binding arbitration before the American Arbitration Association (“AAA”) for resolution. Such arbitration shall be conducted in New York, New York, and the arbitrator will apply New York law, including federal law as applied in New York courts. The arbitration shall be conducted in accordance with the AAA’s Employment Arbitration Rules as modified herein. The arbitration shall be conducted by a single arbitrator, who shall be an attorney who specializes in the field of employment law and who shall have prior experience arbitrating employment disputes. The award of the arbitrator shall be final and binding on the parties, and judgment on the award may be confirmed and entered in any state or federal court in the State and City of New York. The arbitration shall be conducted on a strictly confidential basis, and you shall not disclose the existence of a claim, the nature of a claim, any documents, exhibits, or information exchanged or presented in connection with such a claim, or the result of any action (collectively, “Arbitration Materials”), to any third party, with the sole exception of your legal counsel, who also shall be bound by these confidentiality terms. In the event of any court proceeding to challenge or enforce an arbitrator’s award, the parties hereby consent to the exclusive jurisdiction of the state and federal courts in New York, New York and agree to venue in that jurisdiction. The parties agree to take all steps necessary to protect the confidentiality of the Arbitration Materials in connection with any such proceeding, agree to file all Confidential Information (and documents containing Confidential Information) under seal, and agree to the entry of an appropriate protective order encompassing the confidentiality terms of this Agreement.

13.

Severability. You agree that if any provision of this General Release of Claims is or shall be declared invalid or unenforceable by a court of competent jurisdiction, then such provision will be modified only to the extent necessary to cure such invalidity, with a view to enforcing the parties’ intention as set forth in this Agreement to the extent permissible. All remaining provisions of this Agreement shall not be affected thereby and shall remain in full force and effect.

14.

Compliance with 409A. It is the intent of the parties to this Agreement that no payments under this Agreement be subject to the additional tax on deferred compensation imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”).  Notwithstanding the foregoing, the Company does not guarantee that any payment hereunder complies with or is exempt from Section 409A of the Code and neither the Company, nor its current or former executives, directors, officers, or affiliates shall have any liability with respect to any failure of any payments or benefits herein to comply with or be exempt from Section 409A of the Code.  To the extent that the parties determine that you would be subject to the additional 20% tax imposed on certain deferred compensation arrangements pursuant to Section 409A of the Code as a result of any provision of this Agreement, to the extent permitted by Section 409A of the Code, such provision shall be deemed amended in the manner that, in the parties’ judgment, fulfills the intent of the parties and avoids application of such additional tax, and the parties hereby agree to promptly execute any amendment reasonably necessary to implement this Section 14.  Each payment made under this Agreement will be treated as a separate payment for purposes of Section 409A of the Code and the right to a series of installment payments under this Agreement is to be treated as a right to a series of separate payments.

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15.

Miscellaneous. This Agreement (i) may be executed in identical counterparts, which together shall constitute a single agreement; (ii) shall be fairly interpreted in accordance with its terms and without any strict construction in favor of or against either party, notwithstanding which party may have drafted it; (iii) shall be governed by and construed in accordance with the laws of New York, excluding any choice of law principles; (iv) constitutes the parties’ entire agreement, arrangement, and understanding regarding the subject matter herein, superseding any prior or contemporaneous agreements, arrangements, or understandings, whether written or oral, between you on one hand and the Company on the other hand regarding the same subject matter (other than Article VIII of the By-Laws of Nasdaq, Inc. and Section 19 of the Second Amended Limited Liability Company Agreement of The NASDAQ Stock Market); (v) may not be modified, amended, discharged, or terminated, nor may any of its provisions be varied or waived, except by a further signed written agreement between the parties; and (iv) shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legal representatives, successors, and assigns. For the avoidance of doubt, in the unlikely event that you die prior to receiving all consideration set forth herein, the Company shall provide all such consideration to your estate at the same times as otherwise required to the extent permitted by law.

16.	Advice to Consult Legal Representative. The Company recommends that you consult with an attorney and tax advisor of your own choosing with regard to entering into this Agreement, to be reimbursed by the Company.

17.

Consideration Period. You acknowledge that you have carefully read and understand the provisions of this Agreement. You have been provided with a consideration period consisting of at least twenty-one (21) calendar days to consider the terms of the General Release of Claims from the date this Agreement first was presented to you. You agree to notify the Company of your acceptance of this Agreement by delivering a signed copy to the Company addressed to the attention of Bryan Smith, Senior Vice President, Global Head of Human Resources, One Liberty Plaza, New York, NY 10006 by the due date noted below. You understand that any change to this offer, whether material or immaterial, will not restart the running of the consideration period. You understand that you may take the entire consideration period to consider this Agreement and that you may return this Agreement in less than the full consideration period only if your decision to shorten it was knowing and voluntary and was not induced in any way by Employer. You will also be required to sign a supplemental Release of Claims upon your Retirement Date, to address the period of time between this signed Agreement and your Retirement Date, in order to receive any post-Retirement Date benefits and payments noted herein.

18.	Revocation Period. You have seven (7) calendar days from the date you sign this General Release of Claims to revoke it if you choose to do so. If you elect to revoke, you must give written notice of such revocation to

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19.

Employee Certification - Validity of Agreement. You certify that you have carefully read this Agreement and have executed it voluntarily and with full knowledge and understanding of its significance, meaning and binding effect. You further declare that you are competent to understand the content and effect of this Agreement and that your decision to enter into this Agreement has not been influenced in any way by fraud, duress, coercion, mistake or misleading information. You have not relied on any information except what is set forth in this Agreement.

(1)	Pre-tax income from continuing operations is before equity in earnings of 50%-or-less-owned companies.

(2)	Consists of interest expense on all debt obligations (including accretion of debt issuance costs and debt discount) and the portion of operating lease rental expense that is representative of the interest factor.

(3)	Includes an asset impairment charge of $578 million in 2016 and costs of $41 million in 2016 and $172 million in 2015 associated with Nasdaq’s 2015 restructuring program that was announced in 2015.

(4)	Includes costs of $9 million in 2013 and $44 million in 2012 associated with Nasdaq’s 2012 restructuring program that was announced in 2012.

1.	BoardVantage, Inc. (incorporated in Delaware)

2.	Boston Stock Exchange Clearing Corporation (incorporated in Massachusetts)

3.	Bwise Internal Control Inc. (incorporated in New York)

4.	Consolidated Securities Source LLC (organized in Delaware)

5.	Directors Desk, LLC (organized in Delaware)

6.	Dorsey, Wright & Associates, LLC (organized in Virginia)

7.	ETC Acquisition Corp. (incorporated in Delaware)

8.	ExactEquity, LLC (organized in Delaware)

9.	Execution Access, LLC (organized in Delaware)

10.	FinQloud LLC (organized in Delaware)

11.	FINRA/NASDAQ Trade Reporting Facility LLC (organized in Delaware)

12.	FTEN, Inc. (incorporated in Delaware)

13.	Global Network Content Services, LLC (organized in Florida)

14.	GlobeNewswire, Inc. (incorporated in California)

15.	GraniteBlock, Inc. (incorporated in Delaware)

16.	Granite Redux, Inc. (incorporated in Delaware)

17.	Inet Futures Exchange, LLC (organized in Delaware)

18.	International Securities Exchange Holdings, Inc. (incorporated in Delaware)

19.	International Securities Exchange, LLC (organized in Delaware)

20.	ISE Gemini, LLC (organized in Delaware)

21.	ISE Mercury, LLC (organized in Delaware)

22.	ISE ETF Ventures LLC (organized in Delaware)

23.	Kleos Managed Services Holdings, LLC (organized in Delaware)

24.	Kleos Managed Services, L.P. (organized in Delaware)

25.	Longitude LLC (organized in Delaware)

26.	Marketwire, Inc. (organized in California)

27.	MW Holdco (2006) Inc. (organized in Delaware)

28.	NASDAQ BX, Inc. (incorporated in Delaware)

29.	Nasdaq Capital Markets Advisory LLC (organized in Delaware)

30.	Nasdaq Commodities Clearing LLC (organized in Delaware)

31.	Nasdaq Corporate Solutions, Inc. (incorporated in Delaware)

32.	Nasdaq Corporate Solutions, LLC (organized in Delaware)

33.	NASDAQ Energy Futures, LLC (organized in Delaware)

34.	Nasdaq Execution Services, LLC (organized in Delaware)

35.	NASDAQ Futures, Inc. (incorporated in Pennsylvania)

36.	NASDAQ Global, Inc. (incorporated in Delaware)

37.	Nasdaq Information, LLC (organized in Delaware)

38.	Nasdaq International Market Initiatives, Inc. (incorporated in Delaware)

39.	NASDAQ OMX BX Equities LLC (organized in Delaware)

40.	NASDAQ OMX (San Francisco) Insurance LLC (organized in Delaware)

41.	NASDAQ PHLX LLC (organized in Delaware)

42.	Nasdaq Technology Services, LLC (organized in Delaware)

43.	Norway Acquisition LLC (organized in Delaware)

44.	NPM Securities, LLC (organized in Delaware)

45.	Operations & Compliance Network, LLC (incorporated in Delaware)

46.	SecondMarket Labs, LLC (organized in Delaware)

47.	SecondMarket Solutions, Inc. (organized in Delaware)

48.	SMTX, LLC (organized in Delaware)

49.	The NASDAQ Options Market LLC (organized in Delaware)

50.	The NASDAQ Private Market, LLC (organized in California)

51.	The NASDAQ Stock Market LLC (organized in Delaware)

52.	The Stock Clearing Corporation of Philadelphia (incorporated in Pennsylvania)

53.	U.S. Exchange Holdings, Inc. (incorporated in Delaware)

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1.	2157971 Ontario Ltd (organized in Canada)

2.	AB “Lietuvos centrinis vertybinių popierių depozitoriumas” (organized in Lithuania)

3.	AB Nasdaq Vilnius (organized in Lithuania) (96.35% owned, directly or indirectly, by Nasdaq, Inc.)

4.	AS eCSD Expert (organized in Estonia)

5.	AS Eesti Väärtpaberikeskus (organized in Estonia)

6.	AS Latvijas Centralais depozitarijs (organized in Latvia)

7.	BoardVantage (HK) Limited (organized in Hong Kong)

8.	BoardVantage (UK) Limited (organized in the United Kingdom)

9.	BoardVantage Singapore Pte. Limited (organized in Singapore)

10.	Bwise Beheer B.V. (organized in the Netherlands)

11.	Bwise B.V. (organized in the Netherlands)

12.	Bwise Germany GmbH (organized in Germany)

13.	Bwise Holding B.V. (organized in the Netherlands)

14.	Clearing Control CC AB (organized in Sweden)

15.	Eignarhaldsfelagid Verdbrefathing hf. (organized in Iceland)

16.	Ensoleillement Inc. (organized in Canada)

17.	Farm Church Holdings ULC (organized in Canada)

18.	Hugin AS (organized in Norway)

19.	Indxis Ltd (organized in the United Kingdom)

20.	Longitude S.A. (organized in Luxembourg)

21.	Marketwire China Holding (HK) Ltd. (organized in Hong Kong)

22.	Marketwired UK Ltd (organized in the United Kingdom)

23.	Nasdaq AB (organized in Sweden)

24.	Nasdaq (Asia Pacific) Pte. Ltd. (organized in Singapore)

25.	Nasdaq Australia Holding Pty Ltd (organized in Australia)

26.	Nasdaq Broker Services AB (organized in Sweden)

27.	Nasdaq Canada Inc. (organized in Canada)

28.	Nasdaq Clearing AB (organized in Sweden)

29.	Nasdaq Copenhagen A/S (organized in Denmark)

30.	Nasdaq Corporate Solutions Canada ULC (organized in Canada)

31.	Nasdaq Corporate Solutions (India) Private Limited (organized in India)

32.	Nasdaq Corporate Solutions International Limited (organized in the United Kingdom)

33.	Nasdaq CSD Iceland hf. (organized in Iceland)

34.	Nasdaq CXC Limited (organized in Canada)

35.	Nasdaq Exchange and Clearing Services AB (organized in Sweden)

36.	Nasdaq France SAS (organized in France)

37.	Nasdaq Germany GmbH (organized in Germany)

38.	Nasdaq Helsinki Ltd (organized in Finland)

39.	Nasdaq Holding AB (organized in Sweden)

40.	Nasdaq Holding Denmark A/S (organized in Denmark)

41.	Nasdaq Holding Luxembourg Sárl (organized in Luxembourg)

42.	Nasdaq Iceland hf. (organized in Iceland)

43.	Nasdaq International Ltd (organized in the United Kingdom)

44.	Nasdaq Korea Ltd. (organized in South Korea)

45.	Nasdaq Ltd (organized in Hong Kong)

46.	Nasdaq NLX Ltd (organized in the United Kingdom)

47.	Nasdaq Nordic Ltd (organized in Finland)

48.	NASDAQ OMX Europe Ltd (organized in the United Kingdom)

49.	Nasdaq Oslo ASA (organized in Norway)

50.	Nasdaq Pty Ltd (organized in Australia)

51.	Nasdaq Riga, AS (organized in Latvia) (92.98% owned, directly or indirectly, by Nasdaq, Inc.)

52.	Nasdaq Stockholm AB (organized in Sweden)

53.	Nasdaq Tallinn AS (organized in Estonia)

54.	Nasdaq Technology AB (organized in Sweden)

55.	Nasdaq Technology Canada Inc. (organized in Canada)

56.	Nasdaq Technology Energy Systems AS (organized in Norway)

57.	Nasdaq Technology Italy Srl (organized in Italy)

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58.	Nasdaq Technology (Japan) Ltd (organized in Japan)

59.	Nasdaq Teknoloji Servisi Limited Sirketi (organized in Turkey)

60.	Nasdaq Treasury AB (organized in Sweden)

61.	Nasdaq Vilnius Services UAB (organized in Lithuania)

62.	OMX Netherlands B.V. (organized in the Netherlands)

63.	OMX Netherlands Holding B.V. (organized in the Netherlands)

64.	OMX Treasury Euro AB (organized in Sweden) (99.9% owned, directly or indirectly, by Nasdaq, Inc.)

65.	OMX Treasury Euro Holding AB (organized in Sweden)

66.	Shareholder.com B.V. (organized in the Netherlands)

67.	SMARTS (Asia) Ltd (organized in China)

68.	SMARTS Broker Compliance Pty Ltd (organized in Australia)

69.	SMARTS Group Holdings Pty Ltd (organized in Australia)

70.	SMARTS Market Surveillance Pty Ltd (organized in Australia)

(1)	Registration Statement (Form S-3 No. 333-209080) of Nasdaq, Inc.,

(2)	Registration Statement (Form S-8 No. 333-196838) pertaining to Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) Equity Incentive Plan,

(3)	Registration Statement (Form S-8 No. 333-167724) pertaining to Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) Employee Stock Purchase Plan,

(4)	Registration Statement (Form S-8 No. 333-167723) pertaining to Nasdaq, Inc. (f/k/a The NASDAQ OMX Group, Inc.) Equity Incentive Plan,

(5)	Registration Statement (Form S-8 No. 333-110602) pertaining to The Nasdaq Stock Market, Inc. Equity Incentive Plan,

(6)	Registration Statement (Form S-8 No. 333-106945) pertaining to the Employment Agreement with Robert Greifeld of The Nasdaq Stock Market, Inc.,

(7)	Registration Statement (Form S-8 No. 333-76064) pertaining to The Nasdaq Stock Market, Inc. 2000 Employee Stock Purchase Plan,

(8)	Registration Statement (Form S-8 No. 333-72852) pertaining to The Nasdaq Stock Market, Inc. 2000 Employee Stock Purchase Plan, and

(9)	Registration Statement (Form S-8 No. 333-70992) pertaining to The Nasdaq Stock Market, Inc. Equity Incentive Plan;

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