NASDAQ OMX Group (NDAQ)

WITNESSETH

WHEREAS, Nasdaq Inc. has heretofore executed and delivered an indenture, dated as of April 22, 2005 (the “Original Indenture”), between Nasdaq Inc. and the Trustee, pursuant to which Nasdaq Inc. has issued $205,000,000 aggregate principal amount of its 3.75% Series A Convertible Notes due 2012 (the “Series A Notes”) and $240,000,000 aggregate principal amount of its 3.75% Series B Convertible Notes due 2012 (the “Series B Notes”, and together with the Series A Notes, the “Notes”);

WHEREAS, Nasdaq Inc. has entered into the First Supplemental Indenture dated as of December 8, 2005;

WHEREAS, Nasdaq Inc. and Nasdaq LLC have previously entered into an Assignment and Assumption Agreement pursuant to which certain assets and liabilities of Nasdaq Inc. were transferred from Nasdaq Inc. to the Nasdaq LLC;

WHEREAS, the Board of Directors and stockholders of Nasdaq Inc. have approved a transfer of the assets of Nasdaq Inc. substantially as an entirety to Nasdaq LLC, pursuant to the Contribution and Admission Agreement dated November 9, 2006 (the “Contribution Agreement”) to be consummated on the date hereof (the “Assignment”);

WHEREAS, Section 12.01 of the Original Indenture, provides, inter alia, that Nasdaq Inc. shall not sell, convey, transfer or lease the property and assets of Nasdaq Inc. substantially as an entirety to any other Person unless the resulting, surviving or transferee Person assumes all obligations of Nasdaq Inc. under the Notes, the Indenture and the Registration Rights Agreement as in said Section 12.01 provided;

WHEREAS, Nasdaq LLC, by entering into this supplemental indenture, has agreed to assume all the obligations of Nasdaq Inc. under the Notes, the Indenture and the Registration Rights Agreement (the “Assumption”);

WHEREAS, Nasdaq Inc. wishes to become a guarantor (in such capacity, the “Guarantor”), on a subordinated basis, of the obligations of Nasdaq LLC under the Indenture and the Notes and enter into an indenture supplemental to the Indenture providing for such guarantee (the “Subordinated Guarantee”);

WHEREAS, Section 11.01(b) of the Original Indenture provides that the Company and the Trustee may enter into indentures supplemental thereto to evidence the assumption by a successor Person of the obligations of the Company pursuant to Article 12 of the Indenture;

WHEREAS, Section 11.01(c) of the Original Indenture provides that the Company and the Trustee may enter into indentures supplemental thereto to add guarantees or guarantors with respect to the Notes;

WHEREAS, Nasdaq Inc. and Nasdaq LLC have each delivered to the Trustee resolutions of their respective Boards of Directors authorizing the execution and delivery of this Supplemental Indenture; and

WHEREAS, all conditions precedent related to this Supplemental Indenture have been satisfied.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Nasdaq Inc., Nasdaq LLC and the Trustee for the benefit of each other and for the benefit of the holders of the Notes agree as follows:

WITNESSETH

WHEREAS, the Company has heretofore executed and delivered an indenture, dated as of April 22, 2005 (the “Original Indenture”), between the Company and the Trustee, pursuant to which the Company has issued $205,000,000 aggregate principal amount of its 3.75% Series A Convertible Notes due 2012 (the “Series A Notes”) and $240,000,000 aggregate principal amount of its 3.75% Series B Convertible Notes due 2012 (the “Series B Notes”, together with the Series A Notes, the “Notes”);

WHEREAS, the Company seeks to increase the maximum amount of Designated Senior Indebtedness that it may incur in connection with the Credit Facility;

WHEREAS, Section 11.02 of the Original Indenture provides that, with the consent (evidenced as provided in Article 9 of the Original Indenture) of the holders of a majority in aggregate Principal Amount of the Notes at the time outstanding, the Company, when authorized by resolutions of the Board of Directors, and the Trustee may enter into an indenture supplemental to the Original Indenture for the purpose, among other things, of changing in any manner any of the provisions of the Original Indenture or modifying in any manner the rights of the holders of the Notes as in said Section provided;

WHEREAS, holders holding not less than a majority in aggregate Principal Amount of the outstanding Notes have, pursuant to Section 11.02 of the Original Indenture, consented to the amendment to the Original Indenture as set forth herein and to the execution and delivery of this First Supplemental Indenture by the Trustee;

WHEREAS, the Company has delivered to the Trustee resolutions of the Board of Directors of the Company authorizing the execution and delivery of this First Supplemental Indenture;

WHEREAS, the Company has filed with the Trustee consents (evidenced as provided in Article 9 of the Indenture) of the requisite percentage of holders in aggregate Principal Amount of the outstanding Notes to the amendment of the Original Indenture as set forth herein and to the execution and delivery of this First Supplemental Indenture by the Trustee;

WHEREAS, the Company has requested the Trustee to join it in the execution and delivery of this First Supplemental Indenture; and

WHEREAS, all conditions precedent related to the entering of this First Supplemental Indenture have been satisfied.

NOW, THEREFORE, in consideration of the premises and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Trustee for the benefit of each other and for the equal and proportionate benefit of the holders of the Notes agree as follows: