NASDAQ OMX Group (NDAQ)

Article 1 Establishment and Purpose

1.1 Establishment of the Plan. The NASDAQ OMX Group, Inc., a Delaware corporation (the “Company” or “NASDAQ OMX”), hereby establishes The NASDAQ OMX Group, Inc. Executive Corporate Incentive Plan (the “ECIP”). Upon approval by the Board of Directors, the ECIP shall be effective as of January 1, 2003 (the “Effective Date”) and shall remain in effect until terminated by the Board.

1.2 Shareholder Approval. Notwithstanding anything herein to the contrary, the ECIP shall be null and void if it is not approved, in a separate affirmative vote of the holders of at least a majority of the shares of the common stock of the Company cast, in person or by proxy, at the first shareholders meeting to occur in 2003.

1.3 Purpose. The purpose of the ECIP is to attract, retain, and motivate key executives by providing cash incentive awards to designated executives of the Company, Subsidiaries, and affiliates. The ECIP is designed to further link an executive’s interests with that of NASDAQ OMX’s shareholders. The ECIP is intended to provide annual incentives, contingent upon continued employment and meeting certain Company and individual business unit performance goals, to certain key executives who make substantial contributions to the Company. The ECIP also provides that Awards reflect individual performance, subject to Article 5. Awards paid under the EC1P are intended to qualify as performance-based compensation deductible by the Company under the qualified performance based exception to Section 162(m) of the Code.

Article 1 Establishment
and Purpose

1.1 Establishment of the Plan. The
NASDAQ OMX Group, Inc., a Delaware corporation (the “Company” or “NASDAQ OMX”), hereby establishes The NASDAQ OMX Group, Inc. Executive Corporate Incentive Plan (the “ECIP”). Upon approval by the Board of Directors, the
ECIP shall be effective as of January 1, 2003 (the “Effective Date”) and shall remain in effect until terminated by the Board.

Article 1 Establishment and Purpose

1.1 Establishment of the Plan. The NASDAQ Stock Market, Inc., a Delaware corporation (the “Company” or “NASDAQ”), hereby establishes The Nasdaq Stock Market, Inc. Executive Corporate Incentive Plan (the “ECIP”). Upon approval by the Board of Directors, the ECIP shall be effective as of January 1, 2003 (the “Effective Date”) and shall remain in effect until terminated by the Board.

1.2 Shareholder Approval. Notwithstanding anything herein to the contrary, the ECIP shall be null and void if it is not approved, in a separate affirmative vote of the holders of at least a majority of the shares of the common stock of the Company cast, in person or by proxy, at the first shareholders meeting to occur in 2003.

1.3 Purpose. The purpose of the ECIP is to attract, retain, and motivate key executives by providing cash incentive awards to designated executives of the Company, Subsidiaries, and affiliates. The ECIP is designed to further link an executive’s interests with that of Nasdaq’s shareholders. The ECIP is intended to provide annual incentives, contingent upon continued employment and meeting certain Company and individual business unit performance goals, to certain key executives who make substantial contributions to the Company. The ECIP also provides that Awards reflect individual performance, subject to Article 5. Awards paid under the ECIP are intended to qualify as performance-based compensation deductible by the Company under the qualified performance based exception to Section 162(m) of the Code.