NASDAQ OMX Group (NDAQ)

DEFINITIONS AND USAGE

(a) “Actual Accrued Benefit” means, as of any date, the Participant’s accrued benefit under the Pension Plan expressed as a single life annuity (payable monthly) commencing at his or her Normal Retirement Date.

(b) “Actuarial Equivalent” means the actuarial equivalent value determined by using the interest rate and mortality assumptions that would be applicable under the Pension Plan as of the date such assumptions are utilized under the Plan.

(c) “Base Compensation” means compensation as defined under the Pension Plan for purposes of determining a Participant’s Actual Accrued Benefit; provided, however, that compensation shall be determined without regard to the compensation limit set forth in Section 401(a)(17) of the Code, as adjusted to reflect cost-of-living increases by the Secretary of the Treasury or his or her delegate from time to time under such Code section.

(d) “Beneficiary” means with respect to a Participant, the beneficiary entitled to receive any benefits due such Participant under the Pension Plan upon his or her death.

(e) “Benefit Commencement Date” means the date a Participant begins to receive payment of his or her retirement benefit from the Pension Plan.

(f) “Board” means the Board of Directors of the Company.

(g) “Career Average Compensation” means Career Average Compensation as defined in the Pension Plan (but taking into account Compensation as defined in this Plan); provided, however, that a Participant shall not be deemed to be paid Incentive Compensation for purposes of determining his or her Compensation while on an authorized leave of absence or away from active employment pursuant to the Selective Service Act or similar act, except to the extent required by law. Subject to the limitation in the preceding sentence, a Disabled Participant shall be deemed to receive Compensation during his or her Disability Period at the same rate that such Compensation was received at the time his or her disability was incurred.

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Plan Document - Supplemental Executive Retirement Plan

(h) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and any regulations issued thereunder. A reference to any section of the Code shall also be deemed to refer to any successor statutory provision.

(i) “Company” means the Nasdaq Stock Market, Inc. and any successor thereto.

(j) “Compensation” means Base Compensation, but for purposes of determining Compensation, Base Compensation shall be deemed to include one-third ( ¹/3s) of a Participant’s Incentive Compensation earned during the “determination period.”

For purposes of determining a Participant’s Career Average Compensation, the “determination period” for Incentive Compensation (i) for a Participant who has a Termination of Employment on or after November 1, 2003, but prior to January 1, 2009 shall be the five (5) consecutive Plan Years ending on the December 31st that coincides with or precedes the Participant’s Termination of Employment; and (ii) for a Participant who has a Termination of Employment on or after January 1, 2009 shall be the period beginning on the later of (x) January 1, 2004 or (y) the date such Participant first became an employee of an Employer, and ending on his or her Termination of Employment.

For purposes of the Plan, annual Incentive Compensation shall be attributed to the Plan Year in which the services giving rise to such compensation were performed, rather than the Plan Year in which the Participant actually receives such Incentive Compensation.

(k) “Death Benefit” means the benefit, if any, a Participant’s Beneficiary is entitled to receive following the death of such Participant pursuant to Article VI hereof.

(l) “Disabled Participant” means a Participant (i) eligible to receive payments under an Employer’s long-term disability program, regardless of whether such Participant is in fact covered by such program or (ii) who is otherwise considered “disabled” as such term is defined in an employment agreement entered into by and between such Participant and an Employer.

(m) “Disability Period” means the period that commences with the date as of which the Participant becomes a Disabled Participant and ceases with the earliest of the following dates: (i) the date as of which the Participant would cease to receive disability benefits under an Employer’s long-term disability program, if such Participant were covered by such program; (ii) the date as of which the Participant ceases to have a disability within the meaning of an Employer’s long-term disability program or within

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Plan Document - Supplemental Executive Retirement Plan

the meaning of such term as set forth in an employment agreement entered into by and between the Participant and an Employer; (iii) the date as of which the Participant is considered by the SERP Committee to have refused to furnish proof that he or she continues to have a disability within the meaning of an Employer’s long-term disability program; and (iv) the death of the Participant.

(n) “Early Retirement Benefit” means the benefit provided in accordance with Section 4.4 hereof. Such benefit shall be expressed as a single life annuity (payable monthly), provided that the actual payment of the Early Retirement Benefit under the Plan shall be made in a form determined under Section 4.6 and 4.7 hereof.

(o) “Employer” means the Company and any other entity which adopts the Plan for the benefit of a select group of its management or highly compensated employees in accordance with Section 8.12 hereof.

(p) “ERISA” means the Employee Retirement Income Security Act of 1974, as amended from time to time, and any regulations issued thereunder. A reference to any section of ERISA shall also be deemed to refer to any successor statutory provision.

(q) “Executive Participant” means a Participant who is a Chairman and/or Chief Executive Officer, Chief Financial Officer, President, Chief Operating Officer, or Executive Vice President of an Employer or any other Participant that the Management Compensation Committee deems in its sole discretion to be an Executive Participant.

(r) “Incentive Compensation” means the annual payment earned by a Participant under the Nasdaq Corporate Incentive Plan or the Executive Corporate Incentive Plan or any successor bonus plan or arrangement maintained or sponsored by an Employer.

(s) “Management Compensation Committee” means the Management Compensation Committee of the Board or any other committee of the Board authorized by the Board to act as the Management Compensation Committee.

(t) “Normal Retirement Age” means age sixty-five (65), except that in the case of an employee who becomes a Participant after his or her sixtieth (60th) birthday, it shall mean the tenth (10th) anniversary of the date he or she became an employee of an Employer.

(u) “Normal Retirement Benefit” means the benefit provided in accordance with Section 4.3 hereof. Such benefit shall be expressed as a single life annuity (payable monthly), provided that the actual payment of the Normal Retirement Benefit under the Plan shall be made in a form determined under Section 4.6 and 4.7 hereof.

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Plan Document - Supplemental Executive Retirement Plan

(v) “Normal Retirement Date” means the later (a) of the first day of the first month following the month in which a Participant attains Normal Retirement Age or (b) the Participant’s Benefit Commencement Date.

(w) “Participant” means an employee of an Employer who has been designated as a Participant by the Management Compensation Committee pursuant to Section 3.1 hereof and continues to be entitled to benefits under the Plan.

(x) “Pension Plan” means the NASD Employees Retirement Plan or any other qualified defined benefit pension plan in which the Company participates or that is maintained or sponsored by the Company, in each case as designated by the Company.

(y) “Plan” means the Nasdaq Stock Market, Inc. Supplemental Executive Retirement Plan.

(z) “Plan Benefit Commencement Date” means the date a Participant begins to receive payment of his or her Early Retirement Benefit or Normal Retirement Benefit in accordance with Article IV.

(aa) “Plan Year” means the calendar year.

(bb) “Preretirement Survivor’s Benefit” means the Death Benefit payable to a Beneficiary under Section 5.1 hereof.

(cc) “Primary Social Security Benefit” means primary social security benefit as defined in the Pension Plan.

(dd) “Retirement Benefit” means the Normal Retirement Benefit or Early Retirement Benefit provided in accordance with Section 4.3 or 4.4 hereof. Such benefit shall be expressed as a single life annuity (payable monthly), provided that actual payment of the Retirement Benefits under this Plan shall be made in a form determined under Sections 4.6 and 4.7 hereof.

(ee) “Senior Participant” means a Participant who is a Senior Vice President or any other Participant that the Management Compensation Committee deems in its sole discretion to be a Senior Participant.

(ff) “SERP Committee” means the Nasdaq Stock Market, Inc. SERP Committee, whose members shall be appointed by the Management Compensation Committee pursuant to Article VI hereof.

(gg) “Service” means service as defined in the Pension Plan for purposes of determining a Participant’s accrued benefit thereunder. In

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Plan Document - Supplemental Executive Retirement Plan

addition to Service credited under the preceding sentence, a Disabled Participant shall be credited with Service equal to such Participant’s Disability Period.

(hh) “Termination of Employment” means termination of employment as defined in the Pension Plan, provided that for purposes of Article IV hereof, a Disabled Participant shall not be treated as having had a Termination of Employment during his or her Disability Period.