NASDAQ OMX Group (NDAQ)

Article I Definitions

When used in these By-Laws, unless the context otherwise requires, the term:

(a) “Act” means the Securities Exchange Act of 1934, as amended;

(b) “Board” means the Board of Directors of the Corporation;

(c) “broker” shall have the same meaning as in Section 3(a)(4) of the Act;

(d) “Commission” means the Securities and Exchange Commission;

(e) “Corporation” means The Nasdaq OMX Group, Inc.;

(f) “day” means calendar day;

(g) “dealer” shall have the same meaning as in Section 3(a)(5) of the Act;

(h) “Delaware law” means the General Corporation Law of the State of Delaware;

(i) “Director” means a member of the Board;

(j) “Industry Director” or “Industry committee member” means a Director (excluding any two officers of the Corporation, selected at the sole discretion of the Board, amongst those officers who may be serving as Directors (the “Staff Directors”)) or committee member who (1) is or has served in the prior three years as an officer, director, or employee of a broker or dealer, excluding an outside director or a director not engaged in the day-to-day management of a broker or dealer; (2) is an officer, director (excluding an outside director), or employee of an entity that owns more than ten percent of the equity of a broker or dealer, and the broker or dealer accounts for more than five percent of the gross revenues received by the consolidated entity; (3) owns more than five percent of the equity securities of any broker or dealer, whose investments in brokers or dealers exceed ten percent of his or her net worth, or whose ownership interest otherwise permits him or her to be engaged in the day-to-day management of a broker or dealer; (4) provides professional services to brokers or dealers, and such services constitute 20 percent or more of the professional revenues received by the Director or committee member or 20 percent or more of the gross revenues received by the Director’s or committee member’s firm or partnership; (5) provides professional services to a director, officer, or employee of a broker, dealer, or corporation that owns 50 percent or more of the voting stock of a broker or dealer, and such services relate to the director’s, officer’s, or employee’s professional capacity and constitute 20 percent or more of the professional revenues received by the Director or committee member or 20 percent or more of the gross revenues received by the Director’s or committee member’s firm or partnership; or (6) has a consulting or employment relationship with or provides professional services to the Corporation or any affiliate thereof (including any Self-Regulatory Subsidiary) or to FINRA (or any predecessor) or has had any such relationship or provided any such services at any time within the prior three years;

(k) “FINRA” means the Financial Industry Regulatory Authority, Inc. and its affiliates;

(l) “Nominating Committee” means the Nominating Committee appointed pursuant to these By-Laws;

(m) “Non-Industry Director” or “Non-Industry committee member” means a Director (excluding the Staff Directors) or committee member who is (1) a Public Director or Public committee member; (2) an officer, director, or employee of an issuer of securities listed on a national securities exchange operated by any Self-Regulatory Subsidiary; or (3) any other individual who would not be an Industry Director or Industry committee member;

(n) “Public Director” or “Public committee member” means a Director or committee member who has no material business relationship with a broker or dealer, the Corporation or its affiliates, or FINRA; and

(o) “Self-Regulatory Subsidiary” means each of (i) The NASDAQ Stock Market LLC; (ii) NASDAQ OMX BX, Inc.; (iii) Boston Stock Exchange Clearing Corporation; (iv) NASDAQ OMX PHLX, Inc.; and (v) Stock Clearing Corporation of Philadelphia.

Article 2 Definitions

As used in the ECIP, the following terms shall have the meanings set forth below:

2.1 “Award” means the actual award earned during a Plan Year by a Participant, as determined by the Committee following the end of the Plan Year.

2.2 “Board” means the Board of Directors of the Company.

2.3 “Cause” means, unless otherwise defined in an employment agreement between the Participant and the Company, (i) the engaging by the Participant in willful misconduct that is injurious to the Company or its affiliates, (ii) the embezzlement or misappropriation of funds or property of the Company or its affiliates by the Participant, or the conviction of the Participant of a felony or the entrance of a plea of guilty or nolo contendere by the Participant to a felony, (iii) the willful failure or refusal by the Participant to substantially perform his or her duties or responsibilities that continues after being brought to the attention of the Participant (other than any such failure resulting from the Participant’s incapacity due to Disability), or (iv) the violation by the Participant of any restrictive covenants entered into between the Participant and the Company or the Company’s Code of Conduct.

2.4 “Code” means the Internal Revenue Code of 1986, as amended, and any final treasury regulations promulgated thereunder.

2.5 “Committee” means the Management Compensation Committee of the Board, which Committee has been designated by the Board to among other things, administer the ECIP. Each member of the Committee to the extent necessary to comply with Section 16 of the Securities Exchange Act of 1934, as amended and Section 162(m) of the Code shall be a “Non-Employee Director” and an “Outside Director” within the meaning of Section 16 and Section 162(m) of the Code, respectively.

2.6 “Company” means The NASDAQ OMX Group, Inc., a Delaware corporation (including any Subsidiaries designated to participate in the ECIP), and any successor thereto.

2.7 “Disability” means, unless otherwise defined in an employment agreement between the Participant and the Company, a disability that would qualify as such under the Company’s then current long-term disability plan.

2.8 “Individual Target Award” means the target award established for each Participant under Article 5 of the ECIP.

2.9 “Participant” means an active employee of the Company, or Subsidiaries, who is employed in an executive capacity, and designated by the Committee to participate in the ECIP during a Plan Year.

2.10 “Payment Date” means the date upon which an Award shall be paid out in accordance with Article 6.

2.11 “Performance Goals” means the goals selected by the Committee for any Plan Year based upon one or more of the Performance Measures, set forth in Article 5 of the ECIP.

2.12 “Performance Measures” means, unless and until the Committee or Board proposes for shareholder vote and shareholders approve a change in the general Performance Measures set forth herein, the performance criteria upon which the Performance Goal(s) for a particular Plan Year are based; the performance criteria shall be limited to the following Performance Measures:

(a) Earnings per Share of NASDAQ OMX Common Stock;

(b) Revenue growth;

(c) Net income or net profits (before or after taxes);

(d) Return measures (including, but not limited to, return on assets or net assets, capital, equity, or sales);

(e) Cash flow (including, but not limited to, operating cash flow and free cash flow);

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(f) Expense targets;

(g) Planning accuracy (as measured by comparing planned results to actual results);

(h) Market share

(i) Corporate reputation

(j) Business Effectiveness Survey Results

(k) Performance Measure (a) through (j) above as compared to various stock market indices; and

(l) Any Performance Measure in (a) through (j) above as compared to the performance of other companies.

Any Performance Measure(s) may be used to measure the performance of the Company as a whole or any business unit of the Company individually.

2.13 “Plan Year” means the Company’s fiscal year, which commences each January lst and concludes each December 31st.

2.14 “Retirement” means, unless otherwise defined in an employment agreement between the Participant and the Company, a Participant who is eligible to retire from the Company or an Affiliate under the terms of any tax qualified Company retirement plan or, if a Participant is not covered by any such plan, retirement on or after such date as of which the Participant has both attained the age of 55 years and has 10 years of employment with the Company and terminates his employment with the Company other than for Cause or death.

Article 2 Definitions

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As used in the ECIP, the following terms shall have the meanings set forth below:

Article I Definitions

When used in these By-Laws, unless the context otherwise requires, the term:

(a) “Act” means the Securities Exchange Act of 1934, as amended;

(b) “Board” means the Board of Directors of the Corporation;

(c) “broker” shall have the same meaning as in Section 3(a)(4) of the Act;

(d) “Commission” means the Securities and Exchange Commission;

(e) “Corporation” means The Nasdaq OMX Group, Inc.;

(f) “day” means calendar day;

(g) “dealer” shall have the same meaning as in Section 3(a)(5) of the Act;

(h) “Delaware law” means the General Corporation Law of the State of Delaware;

(i) “Director” means a member of the Board;

(j) “Industry Director” or “Industry committee member” means a Director (excluding any two officers of the Corporation, selected at the sole discretion of the Board, amongst those officers who may be serving as Directors (the “Staff Directors”)) or committee member who (1) is or has served in the prior three years as an officer, director, or employee of a broker or dealer, excluding an outside director or a director not engaged in the day-to-day management of a broker or dealer; (2) is an officer, director (excluding an outside director), or employee of an entity that owns more than ten percent of the equity of a broker or dealer, and the broker or dealer accounts for more than five percent of the gross revenues received by the consolidated entity; (3) owns more than five percent of the equity securities of any broker or dealer, whose investments in brokers or dealers exceed ten percent of his or her net worth, or whose ownership interest otherwise permits him or her to be engaged in the day-to-day management of a broker or dealer; (4) provides professional services to brokers or dealers, and such services constitute 20 percent or more of the professional revenues received by the Director or committee member or 20 percent or more of the gross revenues received by the Director’s or committee member’s firm or partnership; (5) provides professional services to a director, officer, or employee of a broker, dealer, or corporation that owns 50 percent or more of the voting stock of a broker or dealer, and such services relate to the director’s, officer’s, or employee’s professional capacity and constitute 20 percent or more of the professional revenues received by the Director or committee member or 20 percent or more of the gross revenues received by the Director’s or committee member’s firm or partnership; or

(6) has a consulting or employment relationship with or provides professional services to the Corporation or any affiliate thereof (including any Self-Regulatory Subsidiary) or to FINRA (or any predecessor) or has had any such relationship or provided any such services at any time within the prior three years;

(k) “FINRA” means the Financial Industry Regulatory Authority, Inc. and its affiliates;

(l) Nominating Committee” means the Nominating Committee appointed pursuant to these By-Laws;

(m) Non-Industry Director” or “Non-Industry committee member” means a Director (excluding the Staff Directors) or committee member who is (1) a Public Director or Public committee member; (2) an officer, director, or employee of an issuer of securities listed on a national securities exchange operated by any Self-Regulatory Subsidiary; or (3) any other individual who would not be an Industry Director or Industry committee member;

(n) “Public Director” or “Public committee member” means a Director or committee member who has no material business relationship with a broker or dealer, the Corporation or its affiliates, or FINRA; and

(o) “Self-Regulatory Subsidiary” means each of (i) The NASDAQ Stock Market LLC; (ii) upon the closing of their acquisition by the Corporation, Boston Stock Exchange, Incorporated and Boston Stock Exchange Clearing Corporation; and (iii) upon the closing of their acquisition by the Corporation, Philadelphia Stock Exchange, Inc. and Stock Clearing Corporation of Philadelphia.

Article 2 Definitions

As used in the ECIP, the following terms shall have the meanings set forth below:

2.1 “Award” means the actual award earned during a Plan Year by a Participant, as determined by the Committee following the end of the Plan Year.

2.2 “Board” means the Board of Directors of the Company.

2.3 “Cause” means, unless otherwise defined in an employment agreement between the Participant and the Company, (i) the engaging by the Participant in willful misconduct that is injurious to the Company or its affiliates, (ii) the embezzlement or misappropriation of funds or property of the Company or its affiliates by the Participant, or the conviction of the Participant of a felony or the entrance of a plea of guilty or nolo contendere by the Participant to a felony, (iii) the willful failure or refusal by the Participant to substantially perform his or her duties or responsibilities that continues after being brought to the attention of the Participant (other than any such failure resulting from the Participant’s incapacity due to Disability), or (iv) the violation by the Participant of any restrictive covenants entered into between the Participant and the Company or the Company’s Code of Conduct.

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2.4 “Code” means the Internal Revenue Code of 1986, as amended, and any final treasury regulations promulgated thereunder.

2.5 “Committee” means the Management Compensation Committee of the Board, which Committee has been designated by the Board to among other things, administer the ECIP. Each member of the Committee to the extent necessary to comply with Section 16 of the Securities Exchange Act of 1934, as amended and Section 162(m) of the Code shall be a “Non-Employee Director” and an “Outside Director” within the meaning of Section 16 and Section 162(m) of the Code, respectively.

2.6 “Company” means The Nasdaq Stock Market, Inc., a Delaware corporation (including any Subsidiaries designated to participate in the ECIP), and any successor thereto.

2.7 “Disability” means, unless otherwise defined in an employment agreement between the Participant and the Company, a disability that would qualify as such under the Company’s then current long-term disability plan.

2.8 “Individual Target Award” means the target award established for each Participant under Article 5 of the ECIP.

2.9 “Participant” means an active employee of the Company, or Subsidiaries, who is employed in an executive capacity, and designated by the Committee to participate in the ECIP during a Plan Year.

2.10 “Payment Date” means the date upon which an Award shall be paid out in accordance with Article 6.

2.11 “Performance Goals” means the goals selected by the Committee for any Plan Year based upon one or more of the Performance Measures, set forth in Article 5 of the ECIP.

2.12 “Performance Measures” means, unless and until the Committee or Board proposes for shareholder vote and shareholders approve a change in the general Performance Measures set forth herein, the performance criteria upon which the Performance Goal(s) for a particular Plan Year are based; the performance criteria shall be limited to the following Performance Measures:

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Any Performance Measure(s) may be used to measure the performance of the Company as a whole or any business unit of the Company individually.

2.13 “Plan Year” means the Company’s fiscal year, which commences each January 1^st and concludes each December 31^st.

2.14 “Retirement” means, unless otherwise defined in an employment agreement between the Participant and the Company, a Participant who is eligible to retire from the Company or an Affiliate under the terms of any tax qualified Company retirement plan or, if a Participant is not covered by any such plan, retirement on or after such date as of which the Participant has both attained the age of 55 years and has 10 years of employment with the Company and terminates his employment with the Company other than for Cause or death.

DEFINITIONS

When used in these By-Laws, unless the context otherwise requires, the term:

(a) “Act” means the Securities Exchange Act of 1934, as amended;

(b) “Board” means the Board of Directors of the Corporation;

(c) “broker” shall have the same meaning as in Section 3(a)(4) of the Act;

(d) “Commission” means the Securities and Exchange Commission;

(e) “Corporation” means The Nasdaq Stock Market, Inc.;

(f) “day” means calendar day;

(g) “dealer” shall have the same meaning as in Section 3(a)(5) of the Act;

(h) “Delaware law” means the General Corporation Law of the State of Delaware;

(i) “Director” means a member of the Board;

(j) “Industry Director” or “Industry committee member” means a Director (excluding any two officers of the Corporation, selected at the sole discretion of the Board, amongst those officers who may be serving as Directors (the “Staff Directors”)) or committee member who (1) is or has served in the prior three years as an officer, director, or employee of a broker or dealer, excluding an outside director or a director not engaged in the day-to-day management of a broker or dealer; (2) is an officer, director (excluding an outside director), or employee of an entity that owns more than ten percent of the equity of a broker or dealer, and the broker or dealer accounts for more than five percent of the gross revenues received by the consolidated entity; (3) owns more than five percent of the equity securities of any broker or dealer, whose investments in brokers or dealers exceed ten percent of his or her net worth, or whose ownership interest otherwise permits him or her to be engaged in the day-to-day management of a broker or dealer; (4) provides professional services to brokers or dealers, and such services constitute 20 percent or more of the professional revenues received by the Director or committee member or 20 percent or more of the gross revenues received by the Director’s or committee member’s firm or partnership; (5) provides professional services to a director, officer, or employee of a broker, dealer, or corporation that owns 50 percent or more of the voting stock of a broker or dealer, and such services relate to the director’s, officer’s, or employee’s professional capacity and constitute 20 percent or more of the professional

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revenues received by the Director or committee member or 20 percent or more of the gross revenues received by the Director’s or committee member’s firm or partnership; or (6) has a consulting or employment relationship with or provides professional services to the Corporation or any affiliate thereof or to the NASD (or any predecessor) or has had any such relationship or provided any such services at any time within the prior three years;

(k) “NASD” means the National Association of Securities Dealers, Inc. and its affiliates;

(l) “Nominating Committee” means the Nominating Committee appointed pursuant to these By-Laws;

(m) “Non-Industry Director” or “Non-Industry committee member” means a Director (excluding the Staff Directors) or committee member who is (1) a Public Director or Public committee member; (2) an officer or employee of an issuer of securities listed on the national securities exchange operated by The NASDAQ Stock Market LLC; or (3) any other individual who would not be an Industry Director or Industry committee member; and

(n) “Public Director” or “Public committee member” means a Director or committee member who has no material business relationship with a broker or dealer, the Corporation or its affiliates, or the NASD.

DEFINITIONS

Section 1.1 Definitions. As used in this Agreement, the following capitalized terms shall have the following respective meanings:

“Action”: Any action, suit, arbitration, inquiry, proceeding or investigation by or before any governmental entity.

“Acquisition Closing Date”: The “Closing Date” as defined in the Agreement and Plan of Merger, dated as of April 21, 2005 by and among the Company, Norway Acquisition Corp. and Instinet Group Incorporated.

“Common Stock”: The Company’s common stock, $0.01 par value per share, and any securities issued in or upon exchange, conversion or replacement of such Common Stock.

“Exchange Act”: The Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“H&F Holders”: Each of the H&F Entities and any other Holder to whom an H&F Holder has in accordance with Section 7.2 assigned the right to request the filing of a registration statement pursuant to Section 2.1.

“Holder”: Any holder of Registrable Securities (including any direct or indirect transferee of the Initial Holders) who agrees in writing to be bound by the provisions of this Agreement and, in the case of Holders other than the Initial Holders, specifies in such writing the address and facsimile number at which notices may be given pursuant to this Agreement and delivers a copy of such writing to the Company.

“Indenture”: The Indenture, dated as of April 21, 2005, between the Company and Law Debenture Trust Company of New York, as trustee (the “Trustee”), pursuant to which the Notes are to be issued, as such Indenture is amended, modified or supplemented from time to time in accordance with the terms thereof.

“Person”: Any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated organization, enterprise or government or any department or agency thereof.

“Registrable Securities”: Each of (a) the Notes, (b) the shares of Common Stock issued upon conversion of the Notes, (c) the shares of Common Stock issued upon exercise of the Warrants and (d) any securities issued as dividend or other distribution with respect to, or in or upon exchange, conversion or replacement of, any Registrable Securities. Any particular Registrable Securities that are issued shall cease to be Registrable Securities when (i) a registration statement with respect to the sale by the Holder of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (ii) such securities shall have been distributed to the public pursuant to Rule 144 (or any successor provision) under the Securities Act, (iii) such securities

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are held by a Holder that together with its affiliates beneficially owns less than 2% of such class or series of securities and such securities may be sold or transferred by such Holder without restriction pursuant to 144(k) (or successor provision) under the Securities Act or (iv) such securities shall have ceased to be outstanding.

“Registration Date”: The date which is the earlier of (i) the date which is nine months following the Acquisition Closing Date and (ii) October 21, 2006.

“Registration Expenses”: Any and all expenses incident to performance of or compliance with this Agreement, including, without limitation, (i) all SEC and stock exchange or National Association of Securities Dealers, Inc. (the “NASD”) registration and filing fees (including, if applicable, the fees and expenses of any “qualified independent underwriter,” as such term is defined in Rule 2720 of the NASD Manual, and of its counsel), (ii) all fees and expenses of complying with securities or blue sky laws (including fees and disbursements of counsel for the underwriters in connection with blue sky qualifications of the Registrable Securities), (iii) all printing, messenger and delivery expenses, (iv) all fees and expenses incurred in connection with the listing of the Registrable Securities on any securities market or exchange and all rating agency fees, (v) the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of any special audits and/or comfort letters required by or incident to such performance and compliance, (vi) the reasonable fees and disbursements of one counsel selected pursuant to Section 6.1 hereof by the Holders of the Registrable Securities being registered to represent such Holders in connection with each such registration, (vii) any fees and disbursements of underwriters customarily paid by the issuers or sellers of securities, but excluding underwriting discounts and commissions and transfer taxes, if any, and (viii) fees and expenses incurred by the Company or the Holders participating in such registration in connection with any “road show” including travel and accommodations.

“Securities Act”: The Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“SEC”: The Securities and Exchange Commission or any other federal agency at the time administering the Securities Act or the Exchange Act and other federal securities laws.

“SLP Holders”: Each of the SLP Entities and any other Holder to whom an SLP Holder has in accordance with Section 7.2 assigned the right to request the filing of a registration statement pursuant to Section 2.1.

“TIA”: Trust Indenture Act of 1939, as amended, and the rules and regulations of the Commission thereunder, in each case, as in effect on the date the Indenture is qualified under the TIA.

“Warrants”: Each of the warrants issued by the Company to (i) Norway SPV pursuant to the Securities Purchase Agreement which give them the right to acquire shares of Common Stock, and (ii) the H&F Entities pursuant to the Amendment Agreement which give them the right to acquire shares of Common Stock, in each case, on terms, and subject to the conditions, set forth in such warrants.

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ARTICLE II