SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.     )*

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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(1)        Investment Corporation of Dubai’s (“ICD”) beneficial ownership is reported as of February 27, 2008, and includes 42,901,148 shares of The NASDAQ OMX Group, Inc. (the “Issuer”) common stock, par value $0.01 (the “Shares”) held directly by Borse Dubai Limited (“Borse Dubai”), a subsidiary of ICD, and 17,660,367 Shares held directly by Borse Dubai Nasdaq Share Trust (the “Trust”), of which Borse Dubai is the sole beneficial owner.  The Percent of Class reported in Row 13 includes 21.5% of the outstanding Shares which are held by Borse Dubai Limited and 8.8% of the outstanding Shares which are held by Borse Dubai Nasdaq Share Trust, based on 139,003,000 shares of common stock outstanding as of January 31, 2008 and the 60,561,515 shares issued as of February 27, 2008 and, on a fully diluted basis, Borse Dubai holds directly approximately 19.99% and the Trust holds directly approximately 8.23% of the Shares.  ICD’s total aggregate beneficial ownership reported herein is subject to certain ownership and voting restrictions and requirements set forth in the OMX Transaction Agreement (defined below in Item 4), and the Ancillary Agreements (as defined in the OMX Transaction Agreement) (the “Ownership Restrictions”), as further described in Item 6 below.  ICD is the majority shareholder of Borse Dubai.  ICD is therefore deemed to have beneficial ownership of all of the Shares held by Borse Dubai and the Trust.  As the majority shareholder of Borse Dubai, ICD shares in whatever voting power and dispositive power Borse Dubai has over the Shares it holds and the Shares the Trust holds.  While Borse Dubai may direct the Trust to dispose of its Shares, neither ICD nor Borse Dubai has any control over the voting of the Shares held by the Trust.  Further, any beneficial owner of Shares is limited to voting only 5% of the outstanding Shares entitled to vote, pursuant to Article Fourth, Section C.2(ii) of the Issuer’s Amended and Restated Certificate of Incorporation.  Pursuant to the Ownership Restrictions, if any Shares held by the Trust are deemed to have the right to vote on any matter submitted to the stockholders of the Issuer, or any action by written consent requested to be taken by the stockholders of the Issuer, the trustee of the Trust shall execute a proxy with respect to the Shares held by the Trust in favor of the Corporate Secretary or other designee of the Issuer to vote or act by written consent.  The Corporate Secretary or other designee of the Issuer shall vote such Shares pro rata with the other shareholders of the Issuer (excluding Borse Dubai) at the time of any such vote or consent.

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(1)        Borse Dubai’s beneficial ownership is reported as of February 27, 2008, and includes 17,660,367 Shares held directly by the Trust, of which Borse Dubai is the sole beneficial owner.  Borse Dubai’s total aggregate beneficial ownership reported herein is subject to certain Ownership Restrictions, as further described in Item 6 below and, on a fully diluted basis, Borse Dubai holds directly approximately 19.99% and the Trust holds directly approximately 8.23% of the Shares.  ICD is the majority shareholder of Borse Dubai and Borse Dubai shares with ICD in whatever voting power and dispositive power Borse Dubai has over the Shares it holds and the Shares the Trust holds.  While Borse Dubai may direct the Trust to dispose of its Shares, Borse Dubai has no control over the voting of the Shares held by the Trust.  Further, any beneficial owner of Shares is limited to voting only 5% of the outstanding Shares entitled to vote, pursuant to Article Fourth, Section C.2(ii) of the Issuer’s Amended and Restated Certificate of Incorporation.  Pursuant to the Ownership Restrictions, if any Shares held by the Trust are deemed to have the right to vote on any matter submitted to the stockholders of the Issuer, or any action by written consent requested to be taken by the stockholders of the Issuer, the trustee of the Trust shall execute a proxy with respect to the Shares held by the Trust in favor of the Corporate Secretary or other designee of the Issuer to vote or act by written consent.  The Corporate Secretary or other designee of the Issuer shall vote such Shares pro rata with the other shareholders of the Issuer (excluding Borse Dubai) at the time of any such vote or consent.

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(1)        The Trust’s beneficial ownership is reported as of February 27, 2008.  If any Shares held by the Trust are deemed to have the right to vote on any matter submitted to the stockholders of the Issuer, or any action by written consent requested to be taken by the stockholders of the Issuer, the trustee of the Trust shall execute a proxy with respect to the Shares held by the Trust in favor of the Corporate Secretary or other designee of the Issuer to vote or act by written consent.  The Corporate Secretary or other designee of the Issuer shall vote such Shares pro rata with the other shareholders of the Issuer (excluding Borse Dubai) at the time of any such vote or consent.  The Trust shall dispose of or transfer the Shares in the Trust as directed by Borse Dubai, subject to certain Ownership Restrictions.

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·      the 10th anniversary of the Nasdaq Stockholders’ Agreement;

·      Borse Dubai owning less than 10% of the Issuer’s outstanding Shares;

·      the Issuer entering into a definitive agreement with respect to a change of control of the Issuer;

·      a change of control of the Issuer;

·      directors nominated by Borse Dubai are not elected by shareholders at two consecutive meetings of shareholders for the election of the Issuer’s Board of Directors; and

·      the Issuer holds less than 25% of its original interest in DIFX, subject to certain exceptions,

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·      upon conversion of shares of the Issuer’s current or future issued options, warrants or similar securities exercisable, convertible, or exchangeable for capital stock of the Issuer;

·      any stock split or subdivision or similar transaction with respect to the Issuer’s capital stock;

·      a preemptive issuance with respect to which Borse Dubai’s participation would require approval of the Issuer’s stockholders regardless of the number of Shares offered, which the Issuer will use its reasonable best efforts to obtain, unless and until shareholder approval is obtained (but this exception shall not apply if the approval of the Issuer’s stockholders is required for any other reason);

·      a preemptive issuance with respect to which Borse Dubai’s participation would require regulatory approvals, which the Issuer will use its commercially reasonable efforts to obtain, unless and until such regulatory approvals have been obtained;

·      any issuance of capital stock of the Issuer to employees, officers, directors of, and consultants, customers and vendors to, the Issuer;

·      in connection with acquisitions by the Issuer, whether by merger, consolidation, share exchange or other reorganization or business combination; and

·      upon exercise of securities issued pursuant to rights distributed to holders of Shares generally.

Registration Rights Agreement

On February 27, 2008, pursuant to the OMX Transaction Agreement, at the closing of the OMX Transaction Agreement, the Issuer, Borse Dubai and the Trust entered into the Registration Rights Agreement, filed as Exhibit 7.4 hereto and incorporated by reference into this Item.

Demand Registrations

Following the 12 month anniversary of the closing of the transactions contemplated by the OMX Transaction Agreement and the DIFX Transaction Agreement (the “Transactions”), each of Borse Dubai and the Trust will have the right to demand registration of the Shares that they received as part of the Transactions.  Pursuant to the Registration Rights Agreement, each of Borse Dubai and the Trust may only demand registration for sales of Shares having a value (based on the average closing sale price per Share for the 10 trading days preceding the registration request) of not less than $50 million.  Borse Dubai will be entitled to six demand registrations and the Trust will be entitled to three demand registrations, each subject to certain exceptions.

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Piggyback Registration

The Registration Rights Agreement also provides Borse Dubai and the Trust with piggyback registration rights such that if at any time the Issuer proposes to file a registration statement with respect to any underwritten offering of its securities for its own account or for the account of any stockholder that holds its securities (subject to certain exceptions), the Issuer is required to give written notice of such proposed filing to Borse Dubai and the Trust, and the notice must offer Borse Dubai and the Trust the opportunity to register such number of registrable securities as each of Borse Dubai and the Trust may request in writing.

The registration rights granted in the Registration Rights Agreement are subject to customary restrictions such as blackout periods and limitations on the number of Shares to be included in any underwritten offering imposed by the managing underwriter.  In addition, the Registration Rights Agreement contains other limitations on the timing and ability of Borse Dubai and the Trust to exercise demands.

Trust Agreement

On February 21, 2008, pursuant to the OMX Transaction Agreement, the Issuer, Borse Dubai and the Trustee entered into the Trust Agreement, filed as Exhibit 7.5 hereto and incorporated by reference into this Item.

The Trust Agreement provides that the Trustee will hold the 17,660,367 Shares received in the transaction described herein in trust for the benefit of Borse Dubai, and will sell those Shares as directed by Borse Dubai.  From time to time, upon notice from Borse Dubai certified by the Issuer, the trustee will transfer that number of Shares to Borse Dubai as are necessary to increase Borse Dubai’s ownership of Shares to not more than 19.99% of the issued and outstanding Shares on a fully-diluted basis.  If at any time the Shares held by the Trust are deemed to have the right to vote on any matters submitted to the stockholders of the Issuer, or any action by written consent requested to be taken by the stockholders of the Issuer, the Trustee will execute a proxy with respect to the Shares held by the Trust in favor of the Corporate Secretary or other designee of the Issuer to vote or act by written consent, and such Shares will be voted or consented pro rata with the other stockholders of the Issuer (other than Borse Dubai).

Pursuant to Section 7 of the Trust Agreement, Borse Dubai is authorized to sign this Schedule 13D, on behalf of the Trust.

Trust Pledge Agreement

On February 27, 2008, the Trust and HSBC, as security trustee, entered into the Trust Pledge Agreement, filed as Exhibit 7.6 hereto and incorporated by reference into this Item, pursuant to which a first priority security interest in the 17,660,367 Shares held by the Trust, among other collateral, has been granted to HSBC in connection with Borse Dubai’s obligations under the Facilities Agreement.

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Borse Dubai Pledge Agreement

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SIGNATURE

After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

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JOINT FILING AGREEMENT

The undersigned hereby agree that the statement on Schedule 13D filed herewith is being filed jointly with the Securities and Exchange Commission pursuant to Rule 13d-1(k)(1)(iii) promulgated pursuant to the Securities Exchange Act of 1934, as amended, on behalf of each such person.

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ANNEX A TO SCHEDULE 13D

(1)           The consideration that Borse Dubai paid for the 60,561,515 Shares and the SEK 11,678,630,352 was 117,227,931 OMX Shares, as described in Item 3 of this Schedule 13D.  Due to the payment by the Issuer of foreign currency and the use of OMX Shares as consideration, an “Average Price” per share is not applicable.

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Exhibit 7.2

EX-7.2: Amendment to the OMX Transaction Agreement

EXECUTION COPY

AMENDMENT TO THE OMX TRANSACTION AGREEMENT

THIS AMENDMENT TO THE OMX TRANSACTION AGREEMENT (this “Amendment”), dated as of February 27, 2008 is entered into by and between The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity thereto, “Nasdaq”), Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number CL0447 (together with any successor entity thereto, “Borse Dubai”), and BD Stockholm AB, a corporation organized under the laws of Sweden (the “Bidder”).  Nasdaq, Borse Dubai and the Bidder are sometimes referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, Nasdaq, Borse Dubai and the Bidder have entered into that certain OMX Transaction Agreement, dated as of November 15, 2007 (the “OMX Transaction Agreement”); and

WHEREAS, the parties hereto desire to amend the OMX Transaction Agreement.

NOW, THEREFORE, in consideration of the foregoing premises, and the covenants, representations and warranties set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged and accepted; the parties hereto hereby agree as follows:

1.             Section 1.01(a).  The definition of “Trust Agreement” in Section 1.01(a) is hereby deleted in its entirety and replaced with the following sentence:

““Trust Agreement” means the trust agreement attached as Exhibit E hereto, entered into and dated as of February 21, 2008.”

2.             Exhibit E.  Exhibit E is hereby amended and restated in its entirety by the attached Exhibit E.

3.             Section 2.01(a)(ii).  Section 2.01(a)(ii) is hereby amended and restated in its entirety as follows:

“Nasdaq shall cause Bank of America, National Association to (x) pay to HSBC Bank plc, for the account of Borse Dubai, by wire transfer of immediately available funds to a bank account or accounts designated in writing by Borse Dubai to Nasdaq at least two Business Days prior to the Closing Date, an amount in cash equal to SEK 12,582,952,392, as may be reduced pursuant to Section 2.01(c) (the “Cash Purchase Price”), (y) deliver or cause to be delivered to Borse Dubai 42,901,148 of the Nasdaq Shares, that shall constitute no more than 19.99% of the issued and outstanding Common Stock on a fully-diluted basis as of the close of business on the day immediately before Closing, calculated in accordance with the methodology and assumptions set forth on Schedule 2.01(a), and taking into account the issuance of all of the Nasdaq Shares, and (z) deposit or cause to be deposited in the Trust 17,660,367 of the Nasdaq Shares, that constitute the remaining Nasdaq Shares. If so directed by Borse Dubai upon

written notice given at least 2 days prior to the Closing Date: (A) Nasdaq shall deliver all or part of the Cash Purchase Price and the Nasdaq Shares referred to in clause (y) of the preceding sentence to Subsidiaries of Borse Dubai and/or (B) the Nasdaq Shares to be deposited in the Trust pursuant to clause (z) of the preceding sentence shall instead be delivered to Borse Dubai or its Subsidiaries, which shall immediately thereafter deposit such Nasdaq Shares in the Trust. “

4.             Schedule 2.01(a).  Schedule 2.01(a) is hereby amended and restated in its entirety with the attached Schedule 2.01 (a).

5.             Section 2.02(b).  Section 2.02(b) is hereby amended and restated in its entirety as follows:

“Nasdaq shall cause Bank of America, National Association to pay to HSBC Bank plc, for the account of Borse Dubai, by wire transfer of immediately available funds, an amount in cash equal to (x) SEK 265 multiplied by (y) the number of OMX Shares delivered or caused to be delivered by Borse Dubai to Nasdaq at such Secondary Closing. If so directed by Borse Dubai upon written notice given at least 2 days prior to any Secondary Closing, Nasdaq shall deliver all or part of the cash referred to in the preceding sentence to Subsidiaries of Borse Dubai.”

6.             Closing Date.  The “Closing”, as described in Section 2.03, shall occur on February 27, 2008.

7.             Section 3.19.  A new Section 3.19 shall be added immediately after Section 3.18 as follows:

“Section 3.19         Nasdaq Shares.  The 42,901,148 shares of the Nasdaq Shares, delivered by Nasdaq pursuant to Section 2.01(a)(ii), constitute no more than 19.99% of the issued and outstanding Common Stock on a fully-diluted basis as of the close of business on the day immediately before Closing, calculated in accordance with the methodology and assumptions set forth on Schedule 2.01(a), and taking into account the issuance of all of the Nasdaq Shares; provided, however, that for purposes of this Section 3.19 only, the “Measuring Date” in Schedule 2.01(a) shall be February 26, 2008 instead of January 31, 2008.”

8.             Section 6.02(b)(iii).  Section 6.02(b)(iii) is hereby amended and restated in its entirety as follows:

“a certificate executed by the chief executive officer or chief financial officer of Nasdaq to the effect that (A) the representations and warranties of Nasdaq contained in this Agreement and any Ancillary Agreement (but with respect to any Ancillary Agreement, only at Closing) shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, other than those that are qualified by “materiality” or by Nasdaq Material Adverse Effect, which shall be true and correct in all respects, or in the case of representations and warranties that are made as of a specified date, as of such specified date, (B) Nasdaq has performed all obligations and agreements and complied with all

covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by it prior to or at the Closing, except where the non-performance in relation to the transactions contemplated by this Agreement is not material to Borse Dubai and (C) setting forth the number of issued and outstanding shares of Common Stock on a fully-diluted basis as of close of business on the day immediately before Closing (calculated in accordance with the methodology set forth on Schedule 2.01(a)).”

9.             Section 6.02(c)(ii).  Section 6.03(c)(ii) is hereby amended and restated in its entirety as follows:

“a certificate executed by the chief executive officer, chairman, vice-chairman or chief financial officer of Borse Dubai to the effect that (A) the representations and warranties of Borse Dubai and the Bidder contained in this Agreement and any Ancillary Agreement (but with respect to any Ancillary Agreement, only at Closing) shall be true and correct in all material respects as of the date of this Agreement and the Closing Date, other than those that are qualified by “materiality”, which shall be true and correct in all respects, or in the case of representations and warranties that are made as of a specified date, as of such specified date and (B) Borse Dubai and the Bidder have performed all obligations and agreements and complied with all covenants and conditions required by this Agreement or any Ancillary Agreement to be performed or complied with by them prior to or at the Closing, except where the nonperformance in relation to the transactions contemplated by this Agreement is not material to Nasdaq.”

10.           Effectiveness; Effect on OMX Transaction Agreement.

(a)       This Amendment shall become effective upon execution and delivery hereof of all parties hereto.

(b)       On and after the date hereof, each reference in the OMX Transaction Agreement to “this Agreement”, “herein”, “hereof” or words of similar import shall mean and be a reference to the OMX Transaction Agreement as amended hereby.

(c)       Except as specifically amended by this Amendment, the OMX Transaction Agreement shall remain in full force and effect and the OMX Transaction Agreement, as amended by this Amendment, is hereby ratified and confirmed in all respects.

11.           New York Law.  The enforceability and validity of this Amendment, the construction of its terms and the interpretation of the rights and duties of the Parties shall be governed by the laws of the State of New York, without regard to conflict of law principles thereof that would mandate the application of laws of another jurisdiction.

12.           Counterparts.  This Amendment may be executed in any number of counterparts (including by facsimile), each of which will be an original with the same effect as if the signatures thereto and hereto were upon the same instrument.  This Amendment shall become

effective when each Party shall have received counterparts hereof signed by all of the other Parties.

13.           Headings.  The descriptive headings contained in this Amendment are included for convenience of reference only and shall not affect in any way the meaning or interpretation of this Amendment.

[Execution page follows.]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed by their respective authorized signatories as of the date first above written.

Signature Page to OMX Transaction Agreement Amendment

Exhibit E

Form of Trust Agreement

See attached.

Schedule 2.01(a)

Methodology for Calculating the Issued and Outstanding
Common Stock on a Fully-Diluted Basis

Methodology:

·      The Common Stock price (the “Common Stock Price”) to be used in each calculation herein shall be the volume-weighted average price on February 26, 2008.

·      The number of outstanding shares of Common Stock shall be the actual shares
outstanding (not weighted) at January 31, 2007 (the “Measuring Date”), plus the Nasdaq Shares.

·      The number of unvested shares of restricted stock shall be calculated using the treasury stock method of computing the dilutive impact at the Common Stock Price based on the unvested shares of restricted stock outstanding on the Measuring Date.

·      The number of shares of Common Stock underlying options shall be calculated using the treasury stock method of computing the dilutive impact at the Common Stock Price, including all options outstanding but exercisable on the Measuring Date, with no weighting and no forfeitures.

·      The number of shares of Common Stock underlying convertible debt shall be calculated using the if converted method at the Common Stock Price.

·      The number of shares underlying warrants shall be calculated using the treasury stock method at the Common Stock Price.

Sample Calculation:

·      All Share data as of January 31, 2008, and

·      Volume-weighted average price of $41.0014 on February 26, 2008, as reported by Bloomberg L.P.

Exhibit 7.3

EX-7.3: Nasdaq Stockholders’ Agreement

NASDAQ STOCKHOLDERS’ AGREEMENT

dated as of

FEBRUARY 27, 2008

among

THE NASDAQ STOCK MARKET, INC.

and

BORSE DUBAI, LIMITED

TABLE OF CONTENTS

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NASDAQ STOCKHOLDERS’ AGREEMENT

This NASDAQ STOCKHOLDERS’ AGREEMENT, dated as of February 27, 2008 (this “Nasdaq Stockholders’ Agreement”), among The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity thereto, “Nasdaq”) and Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number CL0447 (together with any successor entity thereto, “Borse Dubai”).  Nasdaq and Borse Dubai are sometimes referred to herein as a “Party” and collectively as the “Parties”.

WHEREAS, pursuant to the OMX Transaction Agreement, dated as of November15, 2007 (as amended and supplemented, the “OMX Transaction Agreement”) between Nasdaq, Borse Dubai and BD Stockholm AB, a corporation organized under the laws of Sweden, Borse Dubai and the Trust (defined below) will receive shares of common stock, par value $0.01 per share, of Nasdaq (the “Common Stock”); and

WHEREAS, it is a condition precedent to the closing of the transactions contemplated by the OMX Transaction Agreement (the “Closing”) that the Parties hereto execute and deliver this Nasdaq Stockholders’ Agreement.

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises and covenants set forth herein, the Parties hereto agree as follows:

ARTICLE I

DEFINITIONS

Section 1.1             Definitions

(a)           The following terms, as used herein, have the following meanings:

“2005 Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of April 22, 2005, among Nasdaq, Hellman & Friedman Capital Partners IV, L.P., H&F Executive Fund IV, L.P., H&F International Partners IV-A, L.P., and H&F International Partners IV-B, L.P., Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P., VAB Investors, LLC and Integral Capital Partners VI, L.P.

“2008 Registration Rights Agreement” means that certain Registration Rights Agreement, dated as of February 27, 2008, among Nasdaq, Borse Dubai and the Trust.

“Affiliate” of any Person means any other Person directly or indirectly controlling, controlled by or under common control with such Person.  For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.  Notwithstanding the foregoing Nasdaq and its Affiliates, on the one hand, will not be deemed to be Affiliates of any of Borse Dubai and its Affiliates or Dubai International Financial Exchange Limited, a company registered in the Dubai International Financial Centre in Dubai with company number 0009 and a

Subsidiary of Borse Dubai (together with any successor entity thereto, “DIFX”) and its Affiliates, on the other hand, and vice versa.  For the avoidance of doubt, Affiliates of DIFX refer only to Persons directly or indirectly controlled by Investment Corporation of Dubai, a Dubai company.

“Authority” means any domestic (including federal, state or local) or foreign court, arbitrator, administrative, regulatory or other governmental department, agency, official, commission, tribunal, authority or instrumentality, non-government authority or Self-Regulatory Organization.

“beneficial owner” or “beneficially own” and words of similar import have the meaning given such term in Rule 13d-3 under the Exchange Act; provided, however, that for purposes of determining beneficial ownership, (i) a Person shall be deemed to be the beneficial owner of any security that may be acquired by such Person, whether within 60 days or thereafter, upon the conversion, exchange or exercise of any warrants, options, rights or other securities and (ii) no Person shall be deemed to beneficially own any security solely as a result of such Person’s execution of this Nasdaq Stockholders’ Agreement.

“Board of Directors” means the board of directors of Nasdaq.

“Borse Dubai Threshold” means, at any time of determination, 19.99% of the issued and outstanding Common Stock calculated on a fully diluted basis, which shall be calculated in accordance with the methodology set forth on Schedule A.

“Business Day” means any day that is not a Friday, Saturday or Sunday or a day on which banks are required or permitted to be closed in the State of New York, Stockholm, Sweden or in Dubai, United Arab Emirates.

“Cause” means any Borse Dubai Board Designee’s or Borse Dubai Nominating Committee Designee’s: (i) conviction of, or guilty plea, to a felony charge (other than felonies related solely to automobile infractions, unless such designee is incarcerated as a result thereof) or (ii) fraudulent conduct or an intentional act or acts of dishonesty in the performance of his or her service as a director that is materially injurious to the financial condition, results of operations or business regulation of Nasdaq.

“Change of Control” means the occurrence of any of the following events:  (i) any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Exchange Act, is or becomes the beneficial owner, directly or indirectly, of more than 50% of the total voting power of the outstanding capital stock of Nasdaq or 50% of the total number of outstanding shares of capital stock of Nasdaq, (ii) Nasdaq merges with or into, or consolidates with, or consummates any reorganization or similar transaction with, another Person and, immediately after giving effect to such transaction, less than 50% of the total voting power of the outstanding  capital stock of the surviving or resulting person is beneficially owned in the aggregate by the stockholders of Nasdaq immediately prior to such transaction, (iii) in one transaction or a series of related transactions, Nasdaq, directly or indirectly (including through one or more of its subsidiaries) sells, assigns, conveys, transfers, leases or otherwise disposes of, all or substantially all of the assets or properties (including capital stock of subsidiaries) of Nasdaq, but excluding

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sales, assignments, conveyances, transfers, leases or other dispositions of assets or properties (including capital stock of subsidiaries) by Nasdaq or any of its subsidiaries to any direct or indirect wholly-owned subsidiary of Nasdaq, (iv) individuals who, immediately following the consummation of the transactions contemplated by the OMX Transaction Agreement, constitute the Board of Directors (the “Incumbent Board”) cease for any reason to constitute at least a majority of the Board of Directors (other than in connection with a transaction described in (i), (ii) or (iii) above); provided, however, that any individual becoming a director subsequent to the consummation of the transactions contemplated by the OMX Transaction Agreement whose election, or nomination for election, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board shall be considered as though such individual were a member of the Incumbent Board or (v) the liquidation or dissolution of Nasdaq.

“Commission” means the Securities and Exchange Commission.

“Commission Approval” has the meaning assigned thereto in the OMX Transaction Agreement.

“Competitor” means any Person (other than an Affiliate of Borse Dubai) that, during the 12 calendar months preceding the date of transfer derived more than 20% of its gross revenues from (i) the provision by such Person of listing, order execution or matching services for securities, (ii) the conduct by such Person of an international or national securities market or exchange, (iii) acting as a Self-Regulatory Organization, (iv) operating an “electronic communications network,” as defined under the Exchange Act or (v) operating an “alternative trading system” as defined in Regulation ATS under the Exchange Act.

“Derivative Securities” means options, warrants, rights to purchase capital stock of Nasdaq, or any securities that are exercisable, convertible or exchangeable for capital stock of Nasdaq.

“DIFX Stockholders’ Agreement” means that certain agreement, dated as of the date hereof, by and among Nasdaq, Borse Dubai and the Dubai International Financial Exchange.

“Excess Shares” has the meaning assigned thereto in Nasdaq’s Amended and Restated Certificate of Incorporation.

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Facilities Agreement” means that certain Facilities Agreement, dated August 17, 2007, as amended and restated on September 20, 2007 and as amended on September 24, 2007, among, inter alia, Borse Dubai, as borrower, the lenders party thereto and HSBC.

“Fair Market Value” means the following:

(a)           In the case of securities quoted on any exchange, the “Fair Market Value” of such securities will be equal to the 5-day volume weighted average price of such securities on the primary exchange on which they are listed on the five trading days immediately preceding the date such distribution is declared by the Board of Directors.

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(b)           In the case of any other property, the “Fair Market Value” means the value of such property, assuming an arm’
s-length transaction between a willing buyer and seller, capable of being sold free of restriction in a liquid market without giving effect to any discounts (for minority interests), taking into account any other factors that the Persons making such determination reasonably believe should be taken into account, and, if such property includes Common Stock, assuming carrying on of Nasdaq as a going concern.  Absent agreement by the applicable parties as to the “Fair Market Value” within 20 days after the date such distribution is declared by the Board of Directors, the applicable parties shall each designate, within 10 days after such 20-day period, an Investment Bank to determine the Fair Market Value.  Within 30 days after the Investment Banks are chosen, each Investment Bank shall determine its final view as to the Fair Market Value and shall deliver such final view to the applicable parties.  If the difference between the higher and the lower of the respective final views of the two Investment Banks is less than 10% of the higher of the respective final views, then the Fair Market Value determined shall be the average of those two views.  If the difference between the higher and the lower of the respective final views of the two Investment Banks is equal to or greater than 10% of the higher of the respective final views, the applicable parties shall instruct the Investment Banks jointly to designate a third Investment Bank who shall be an Independent Investment Bank (the “Mutually Designated Appraiser”).  The Mutually Designated Appraiser shall be designated within 15 days following the determination of the final views of the two Investment Banks as described above and shall, within 30 days of such designation, determine its final view as to the Fair Market Value and shall deliver such final view to DIFX and Nasdaq.  The Fair Market Value, if a Mutually Designated Appraiser is used, shall be equal to the average of the two closest Fair Market Value determinations of the three appraisers, or, if the difference between the highest and middle determination is equal to the difference between the middle and lowest determination, then the Fair Market Value will be equal to the middle determination.  The Fair Market Value as designated by the Mutually Designated Appraiser, shall be final and binding on the parties, and may be entered and enforced in any court having jurisdiction.  Each party shall bear the fees and expenses of its Investment Bank.  Fees and expenses of the Mutually Designated Appraiser shall be borne equally by the applicable parties.  Notwithstanding the foregoing, in the event that one of the applicable parties does not appoint an Investment Bank within the time periods specified above, such party shall have waived its rights to appoint an Investment Bank and the determination of the Fair Market Value shall be made solely by the Investment Banks of the party who did appoint an Investment Bank.  Each of the parties (on its own behalf and on behalf of its respective Affiliates) shall cooperate with each of the Investment Banks and the Mutually Designated Appraiser to provide such information as may reasonably be requested.  In addition, if the property being valued includes DIFX Shares, Borse Dubai shall use commercially reasonable efforts to cause DIFX to provide to each of the Investment Banks and the Mutually Designated Appraiser reasonable access to management of DIFX and to the books and records of DIFX so as to allow each of them to conduct due diligence examinations in scope and duration as are customary in valuations of this kind.

“FINRA” means the Financial Industry Regulatory Authority, Inc. and its successors.

“H&F and SLP” means Hellman & Friedman Capital Partners IV, L.P., H&F International Partners IV-A, L.P., H & F International Partners IV-B, L.P., H&F Executive Fund, IV L.P.; Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.L.C., Silver Lake Partners TSA, L.P., and Silver Lake Investors, L.P. or their respective affiliated investment

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funds that are: (1) under common management and control, (2) comprised of members or partners with the same ultimate ownership and (3) subject to terms and conditions substantially identical in all material respects.

“HSBC” means HSBC Bank plc, as Security Trustee for the benefit of the Secured Parties (as such term is defined in the Facilities Agreement) under the Nasdaq Share Charge.

“Independent Investment Bank” means, as of any date of determination, an Investment Bank that (i) is not a Party or an Affiliate of a Party and (ii) has not performed work more than de minimis in amount or significance for a Party or an Affiliate of any Party or a DIFX Affiliate (as defined in the DIFX Stockholders’ Agreement) within the prior two years from the date of determination.

“Initial Interest” means 42,901,148 Shares (i) as adjusted for any stock dividend, stock split, recapitalization or similar event in respect of such Shares and (ii) as decreased by the number of Shares transferred to the Trust or repurchased in accordance with the provisions of Section 2.1(c).

“Investment Bank” means any investment banking firm of international standing.

“Nasdaq Board Exemption” has the meaning assigned thereto in the OMX Transaction Agreement.

“Nasdaq Share Charge” means the pledge agreement to be entered into between Borse Dubai and HSBC in connection with the Closing, whereby Borse Dubai has pledged all of its right, title and interest in and to the Shares of Nasdaq that it owns to secure its obligations under the Facilities Agreement.

“Nominating Committee” means the Nominating Committee of the Board of Directors.

“Person” means an individual or a corporation, partnership, association, trust, or any other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.

“Proceeding” means any claim, suit, action or legal, administrative, arbitration or other alternative dispute resolution proceeding or investigation.

“Representatives” means, with respect to any Party, the directors, officers, employees, agents, attorneys, accountants, consultants, current or potential lenders, financial and other advisors of such Party.

“Securities Act” means the Securities Act of 1933, as amended.

“Self-Regulatory Organization” means FINRA, any United States or non-United States securities exchange, commodities exchange, registered securities association, the Municipal Securities Rulemaking Board, National Futures Association, and any other board or body, whether United States or non-United States, that regulates brokers, dealers, commodity pool operators, commodity trading advisors or future commission merchants.

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“Shares” means shares of Common Stock.

“Subsidiary” means, with respect to any Person, any corporation or other entity of which a majority of the capital stock or other ownership interests having ordinary voting power to elect a majority of the board of directors or other persons performing similar functions are at the time directly or indirectly owned by such Person.

“Third Party Tender Offer” means a bona fide public offer subject to the provisions of Regulation 14D or 14E under the Exchange Act, by a Person (that is not made by and does not include Nasdaq or any of its Affiliates, Borse Dubai or any of its Affiliates or any group that includes as a member Borse Dubai or any of its Affiliates) to purchase or exchange for cash or other consideration all of the outstanding capital stock of Nasdaq.

“Trust Agreement” means that certain Trust Agreement, dated as of February 21, 2008, among Nasdaq, Borse Dubai and the Trustee.

“Trust” means the trust established pursuant to the Trust Agreement.

“Trustee” has the meaning assigned thereto in the Trust Agreement.

“Voting Limit Exemption” means an exemption for any other Person from the limitations of Article Fourth, Section C.6(b) of Nasdaq’s Amended and Restated Certificate of Incorporation (other than an exemption granted in connection with the establishment of a strategic alliance with another exchange or similar market, such that the rights of H&F and SLP thereunder are not triggered).

“Voting Percentage” means the percentage of all such Person’s Voting Securities entitled to vote after taking into account the Voting Limit Exemption.

Section 1.2             Table of Definitions.  The following terms have the meanings set forth in the Sections set forth below:

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ARTICLE II

TRANSFER RESTRICTIONS

Section 2.1             Transfer by Borse Dubai.

(a)           For one year following the date of this Nasdaq Stockholders’ Agreement, Borse Dubai shall not transfer, sell, assign, or otherwise dispose of (“Transfer”) any of the Shares beneficially owned by it, except (A) in compliance with all applicable federal securities laws and (B):

(i)            to one or more Affiliates, so long as such Affiliates agree in writing to be bound by and Borse Dubai continues to be bound by the terms of this Nasdaq Stockholders’ Agreement (for the avoidance of doubt, upon such Transfer, Borse Dubai and such Affiliates will be treated as one “party” for all purposes under this Nasdaq Stockholders’ Agreement); provided, however, that if any such transferee ceases to be an Affiliate of Borse Dubai, then such transferee shall transfer its Shares to Borse Dubai or one of its Affiliates then a Party to this Nasdaq Stockholders’ Agreement;

(ii)           to Nasdaq or any of its Subsidiaries, including pursuant to a share buyback (for the avoidance of doubt, to the extent that Borse Dubai’s participation in such buyback is limited to its pro rata interest, such interest shall be based on its beneficial ownership, provided, however, that in no event shall Borse Dubai’s and the Trusts’s participation in any buyback for which participation is so limited exceed the pro rata interest based on Borse Dubai’s beneficial ownership);

(iii)          pursuant to a merger, consolidation, share exchange, tender offer or other similar transaction involving Nasdaq; provided, however, that notwithstanding the foregoing, a Transfer pursuant to a voluntary tender of Shares may only be undertaken in reliance on this clause (iii) if, within 10 Business Days of the date on which notice of such transaction is first sent or given to the Board of Directors, the Board of Directors does not recommend rejection of such transaction;

(iv)          to the Trust, to the extent necessary to reduce Borse Dubai’s ownership of Common Stock to the Borse Dubai Threshold in order to comply with the requirements of Section 2.1(c), below;

(v)           by way of a grant of a security interest to HSBC under the Nasdaq Share Charge;

(vi)          to any Person in connection with the exercise by HSBC of any of its rights and remedies as Security Trust under the Nasdaq Share Charge, provided that upon any such Transfer, HSBC or any transferee in connection with the exercise by HSBC of any such rights and remedies shall be bound by Section 2.1(b)(i) of this Nasdaq Stockholders’ Agreement; or

(vii)         with the prior written consent of Nasdaq.

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(b)           Notwithstanding anything in the foregoing to the contrary, Borse Dubai shall not Transfer any Shares:

(i)            to any Competitor except (A) pursuant to a merger, consolidation, share exchange, tender offer or other similar transaction involving Nasdaq, (B) in any such Transfer pursuant to a public offering or a sale pursuant to Rule 144 under the Securities Act, provided that Borse Dubai does not have actual knowledge that a purchaser pursuant thereto is a Competitor, or (C) to any investment bank or its Affiliate (1) in the capacity of an underwriter, placement agent, broker, dealer or similar function or (2) in a transaction (or series of related transactions) involving the transfer of Shares representing less than 5.0% of the outstanding Common Stock, provided, that, for the avoidance of doubt, the provisions of this Section 2.1(b)(i) shall not operate so as to prevent the grant by Borse Dubai of a security interest in the Shares of Nasdaq that it owns in favor of HSBC pursuant to the Nasdaq Share Charge or any Transfer to HSBC in connection with the exercise by HSBC of its rights under the Nasdaq Share Charge, provided, further, that upon any such Transfer, HSBC or any transferee in connection with the exercise by HSBC of its rights under the Nasdaq Share Charge shall be bound by this Section 2.1(b); and

(ii)           to the Trust, except to the extent necessary to reduce Borse Dubai’s ownership of Common Stock to the Borse Dubai Threshold in order to comply with the requirements of Section 2.1(c), below.

(c)           If, during the eighteen month period from the date of this Nasdaq Stockholders’ Agreement, Nasdaq repurchases any Common Stock, then Borse Dubai shall, at its option, either (a) participate in such repurchase (on a pro rata basis based on the number of shares acquired by Nasdaq in such repurchase) or (b) contribute Shares to the Trust, in either case as necessary in order to reduce its ownership of Common Stock to the Borse Dubai Threshold.

(d)           To the extent any securities have been registered in accordance with Section 2.1(c) or Section 2.1(d) of the 2005 Registration Rights Agreement, and for so long as Borse Dubai or the Trust continue to own any Registrable Securities (as defined in the 2008 Registration Rights Agreement, but without giving effect to the second sentence of such definition), Borse Dubai shall not, and shall direct the Trust not to, effect any sale or distributions of Shares, including a sale pursuant to Rule 144 (except as part of any such registration, if permitted), during such period as the lead underwriter of such registration may reasonably request, no greater than ninety (90) days, beginning on the effective date of any registration statement relating to an offering under Section 2.1(c) of the 2005 Registration Rights Agreement or the pricing of an offering under Section 2.1(d) of the 2005 Registration Rights Agreement.

Section 2.2             Hedging Transactions.  For one year following the date of this Nasdaq Stockholders’ Agreement, Borse Dubai will not enter into any swap or any other agreement that transfers, in whole or in part, any of the economic consequences of ownership of shares of Common Stock, whether such transaction is to be settled by delivery of shares of Common Stock, other securities, cash or otherwise. Thereafter, Borse Dubai will maintain a “net long position” (as such term is defined in Rule 14e-4 of the Exchange Act) with respect to the Shares it beneficially owns.

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Section 2.3             Trust Matters.

(a)           If, at any time after the date hereof, Borse Dubai and its Subsidiaries, taken as a whole, own less than 19.99% of the outstanding Shares calculated on a fully diluted basis (in accordance with the methodology set forth on Schedule A, but not including any Shares owned by the Trust) and Borse Dubai desires for the Trustee to transfer a number of Shares from the Trust to Borse Dubai in order to increase Borse Dubai’s ownership to such 19.99% level, then, upon the request of Borse Dubai, Nasdaq shall within five (5) Business Days of such request execute a certificate signed by an executive officer of Nasdaq in a form reasonably acceptable to Borse Dubai, confirming that the Trustee may transfer such number of Shares from the Trust to Borse Dubai.

(b)           As of the date hereof, because Borse Dubai beneficially owns the Shares held by the Trust, the Shares held by Borse Dubai and the Trust collectively are subject to the voting limitation imposed by Article Fourth, Section C.2 of Nasdaq’s Amended and Restated Certificate of Incorporation.  As a result, until such voting limitation is no longer applicable to the Shares beneficially owned by Borse Dubai (whether as the result of its decreased percentage interest in the Shares, pursuant to Section 4.2 hereof, a combination or either or otherwise), Borse Dubai shall vote all Shares beneficially owned by Borse Dubai, and the Trust shall have no separate voting rights.  However, if, at any time after the date hereof such voting limitation is no longer applicable to the Shares beneficially owned by Borse Dubai, Trustee shall have the right to vote the Shares held by the Trust on any matters submitted to the stockholders of Nasdaq, and Borse Dubai shall use its reasonable best efforts to cause the Trustee to execute a proxy with respect to the Shares held by the Trust in favor of the Corporate Secretary or other designee of Nasdaq to vote on respect to such matters.  The Corporate Secretary or other designee of Nasdaq shall vote such Shares pro rata with the other shareholders of Nasdaq (excluding Borse Dubai) at the time of any such vote.

(c)           For as long as the Trust continues to hold any Shares, Borse Dubai shall use its reasonable best efforts to cause the Trustee to dispose of any Shares owned by the Trust (including, pursuant to the 2008 Registration Rights Agreement); provided, however, that Borse Dubai shall have no obligation to cause the Trust to dispose of such Shares if the net amount that the Trustee would receive on the sale of any Share is less than the sum of: (i) $51.52; plus (ii) the reasonable, documented out of pocket expenses and fees of the Trustee not recovered pursuant to any prior dispositions (whether or not previously paid by Borse Dubai), payable by Borse Dubai under the Fee Agreement (as defined in the Trust Agreement) divided by the total number of Shares then owned by the Trust; plus (iii) a cost of capital of 6% annually (pro rata for the period such Shares are held by the Trust); minus (iv) any cash distributions or the Fair Market Value of distributions of property made by Nasdaq to the Trust divided by the total number of Shares owned by the Trust as of the date of such distribution; and provided further, however, that Borse Dubai shall not cause the Trustee to dispose of any Shares to any Competitor except (A) pursuant to a merger, consolidation, share exchange, tender offer or other similar transaction involving Nasdaq, (B) in any such Transfer pursuant to a public offering or a sale pursuant to Rule 144 under the Securities Act, provided that Borse Dubai does not have actual knowledge that a purchaser pursuant thereto is a Competitor, and (C) to any investment bank or its Affiliate (1) in the capacity of an underwriter, placement agent, broker, dealer or similar function or (2) in a transaction (or series of related transactions) involving the transfer of Shares representing less

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than 5.0% of the outstanding Common Stock.  If Borse Dubai intends to cause the Trustee to dispose of any Shares, Borse Dubai shall consult with Nasdaq prior to completing any such transaction.

ARTICLE III
BOARD OF DIRECTORS

Section 3.1             Board Appointment Obligation.

(a)           For so long as Borse Dubai continues to beneficially own at least one-half of the Initial Interest, Borse Dubai shall have the right to nominate two persons reasonably acceptable to the Nominating Committee (or an successor committee serving such function) (the “Borse Dubai Board Designees”) as directors to the Board of Directors.  Nasdaq hereby agrees to (i) include the Borse Dubai Board Designees as nominees to the Board of Directors on each slate of nominees for election to the Board of Directors proposed by management of Nasdaq, (ii) recommend the election of the Borse Dubai Board Designees to the shareholders of Nasdaq and (iii) without limiting the foregoing, otherwise use its reasonable best efforts to cause the Borse Dubai Board Designees to be elected to the Board of Directors. The initial two Borse Dubai Board Designees, Essa Kazim and Soud Ba’Alawy, shall be appointed to the Board of Directors on March 1, 2008.

(b)           For so long as Borse Dubai beneficially owns at least one-half of the Initial Interest, Nasdaq hereby agrees to use its reasonable best efforts to: (1) cause the appointment of one of the Borse Dubai Board Designees (but only if such Borse Dubai Board Designee meets the requirements to sit on any such committee) to the following committees of the Board of Directors:  Audit, Executive, Finance and Management Compensation (or any future committees serving any of the functions currently served by such committees) and (2) cause the appointment of one person designated by Borse Dubai who shall not be a Borse Dubai Board Designee and who shall be reasonably acceptable to the Nominating Committee (or an successor committee serving such function) (the “Borse Dubai Nominating Committee Designee”) to the Nominating Committee, in each of the foregoing subject to applicable law, regulation, stock exchange listing standard or committee composition standards.  The initial Borse Dubai Nominating Committee Designee shall be designated by Borse Dubai as soon as reasonably practicable after the date hereof.  Nasdaq (A) shall promptly thereafter cause the appointment of such designee to the Nominating Committee and (B) covenants that the Nominating Committee shall take no action until such designee has been appointed to the Nominating Committee.  The initial Borse Dubai Nominating Committee Designee shall be designated by Borse Dubai as soon as reasonably practicable after the date hereof.  Nasdaq (A) shall promptly thereafter cause the appointment of such designee to the Nominating Committee and (B) covenants that the Nominating Committee shall take no significant or material action until such designee has been appointed to the Nominating Committee.  To the extent that OMX AB (publ), a public corporation organized under the laws of Sweden (“OMX”), remains a public listed company, Nasdaq and Borse Dubai agree to negotiate in good faith and take all reasonable actions to arrange for and cause Borse Dubai’s representation on the OMX board of directors.

(c)           For so long as Borse Dubai beneficially owns at least one-fourth of the Initial Interest, Borse Dubai shall have the right to nominate one Borse Dubai Board Designee in

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accordance with the terms set forth in Section 3.1(a), but shall have no right under Section 3.1(b) in respect of any committee of the Board of Directors or the OMX board of directors.

(d)           In the event that any Borse Dubai Board Designee or Borse Dubai Nominating Committee Designee for any reason ceases to serve as such during his or her term of office, to the extent Borse Dubai is entitled to designate a Borse Dubai Board Designee or Borse Dubai Nominating Committee Designee pursuant to this Section 3.1, the resulting vacancy on the Board of Directors, any committees of the Board of Directors or the Nominating Committee shall be filled by a person designated by Borse Dubai and reasonably acceptable to the Nominating Committee (or an successor committee serving such function).

(e)           Any Borse Dubai Board Designee and Borse Dubai Nominating Committee Designee may be removed for Cause at any time by a majority of the Board of Directors.

(f)            Notwithstanding any other provisions of this Nasdaq Stockholders’ Agreement, the Parties agree that (i) Nasdaq shall use reasonable best efforts not to provide Borse Dubai or the Borse Dubai Board Designee with any non-public information relating to any proposed transaction between Nasdaq or any of its Affiliates and London Stock Exchange Group plc (“LSE”) or any acquisition or divestiture (directly or indirectly) by Nasdaq of any of the shares of capital stock of LSE (or related derivative securities) and (ii) that the Borse Dubai Board Designee shall not be entitled to participate in any discussions or vote on any matters related to LSE.

Section 3.2             No Interference with Board Rights.  Nasdaq will use its reasonable best efforts not to, directly or indirectly, propose or take any action to encourage any modification to the composition of the Board of Directors or the OMX board of directors that, in Nasdaq’s reasonable judgment, would likely result in the elimination or significant diminishment of the rights of Borse Dubai specified in Section 3.1; provided that the foregoing shall in no way limit Nasdaq’s right to increase the number of directors on the Board of Directors.

ARTICLE IV
INFORMATION RIGHTS; VOTING RIGHTS

Section 4.1             Information Rights.  Subject to appropriate confidentiality arrangements, to the extent not otherwise filed with the Commission, Nasdaq will provide to Borse Dubai:

(a)           as soon as available and in any event within 90 days after the end of each fiscal year of Nasdaq, a balance sheet of Nasdaq as of the end of such fiscal year and the related statements of profit and loss and cash flows for such fiscal year, setting forth in each case in comparative form the figures for the previous fiscal year, and accompanied by a report thereon of Ernst & Young LLP or other independent registered public accounting firm; and

(b)           as soon as available and in any event within 45 days after the end of each of the first three quarters of each fiscal year of Nasdaq, a balance sheet of Nasdaq as of the end of such quarter and the related statements of profit and loss and cash flows for such quarter and for the portion of Nasdaq’s fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding quarter and the corresponding portion of Nasdaq’s previous fiscal year, all certified (subject to normal year-end adjustments) as to fairness of presentation,

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consistency and, except for the absence of footnotes, generally accepted accounting principles by the Chief Financial Officer or the chief accounting officer of Nasdaq.

Section 4.2             Voting Rights.  If, after the date hereof, either (a) the Board of Directors approves a Voting Limit Exemption and seeks approval for such exemption from the Commission in accordance with Section 12.5 of Nasdaq’s By-Laws (or any successor provision) or (b) the Board of Directors, in its sole discretion, determines it is in Nasdaq’s interests to seek Commission approval for the exemption from Article Fourth, Section C.2 of Nasdaq’s Amended and Restated Certificate of Incorporation for Excess Shares held by Borse Dubai (the “Borse Dubai Exemption”), then, with respect to clause (a), Nasdaq shall use its reasonable best efforts to obtain the approval of the Commission with respect to the Nasdaq Board Exemption (provided, however, that if a Voting Limit Exemption covering fewer than all of such other Person’s Excess Shares has become effective, then to the extent permissible by Nasdaq’s Amended and Restated Certificate of Incorporation, the Voting Percentage of the Voting Securities beneficially owned by Borse Dubai may be voted (upon receipt of the Commission Approval); provided further, however, if the Voting Limit Exemption does not so limit H&F and SLP voting rights, then, upon receipt of the Commission Approval, neither shall Borse Dubai’s voting rights be so limited), and, with respect to (b), Nasdaq shall use its reasonable best efforts to obtain the approval of the Commission with respect to the Borse Dubai Exemption.

ARTICLE V
STANDSTILL; PREEMPTIVE RIGHTS

Section 5.1             Standstill.  Borse Dubai (on behalf of itself and its Affiliates) hereby agrees that, from the date hereof until the Standstill Termination Date (as defined in Section 5.3), neither Borse Dubai nor any of its Affiliates will:

(a)           purchase or otherwise acquire, offer or propose to acquire, or solicit an offer to sell or agree to acquire, directly or indirectly, alone or in concert with others, beneficial or record ownership of any shares of the capital stock of Nasdaq or any Derivative Securities (excluding shares and securities received by way of stock dividend, stock reclassification or other distributions or offerings made available on a pro rata basis to Nasdaq’s stockholders) if, after giving effect thereto, Borse Dubai, its Affiliates and all groups of which Borse Dubai or any of its Affiliates is a member would beneficially own an amount of shares of capital stock of Nasdaq, including any Derivative Securities on an as-exercised, converted or exchanged basis, as applicable, in excess of the Borse Dubai Threshold; provided, however, that, if as a result of a reduction in the number of shares of Common Stock outstanding due to the repurchase of shares of Common Stock by Nasdaq, Borse Dubai beneficially owns an amount of shares of capital stock of Nasdaq, including any Derivative Securities on an as-exercised, converted or exchanged basis, as applicable, in excess of the Borse Dubai Threshold, Borse Dubai shall not be in violation of this Section 5.1(a) so long as Borse Dubai does not take any of the actions referred to in the first clause of this Section 5.1(a) and Borse Dubai complies with Section 2.1(c) hereof;

(b)           make, or in any way participate in, directly or indirectly, alone or in concert with others (including by or through any group of which Borse Dubai or any of its Affiliates is a member), any “solicitation” of “proxies” (as such terms are defined or used in Regulation 14A under the Exchange Act) to vote securities of Nasdaq or to provide or withhold consents with

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respect to securities of Nasdaq, whether subject to or exempt from the proxy rules, or seek to advise or influence any person or entity with respect to, the voting of, or the providing or withholding consent with respect to, any securities of Nasdaq;

(c)           either directly or indirectly in concert with others (including by or through any group of which Borse Dubai or any of its Affiliates is a member) make any offer with respect to, or make or submit a proposal with respect to, or ask or request any other person to make an offer or proposal with respect to, or in any other way support, any transaction that would, if consummated, be reasonably likely to result in a Change of Control, including a merger, business combination, restructuring, reorganization, recapitalization, tender or exchange offer or asset disposition involving Nasdaq or any of its Affiliates;

(d)           except as provided in Article III hereof, either directly or indirectly in concert with others (including by or through any group of which Borse Dubai or any of its Affiliates is a member) seek representation on the Board of Directors or the board of directors or equivalent of any of Nasdaq’s controlled Affiliates, seek to remove any members of the Board of Directors or expand or reduce the size of the Board of Directors or otherwise act alone or in concert with others (including by or through any group of which Borse Dubai or any of its Affiliates is a member) to make public statements or otherwise seek to control or influence the management or Board of Directors of Nasdaq or any of its controlled Affiliates;

(e)           form, join or any way participate in a “group” within the meaning of Section 13(d)(3) of the Exchange Act with respect to any securities of Nasdaq; or

(f)            either directly or indirectly in concert with others (including by or through any group of which Borse Dubai or any of its Affiliates is a member) publicly announce or disclose any intention, or enter into or disclose any plan or arrangement inconsistent with the foregoing (including publicly making a request that Nasdaq or the Board of Directors waive, amend or terminate any provisions of this Nasdaq Stockholders’ Agreement or making such a request if such request would reasonably be likely to require public disclosure by any Person or otherwise result in public disclosure).

Section 5.2             Permitted Action.  Notwithstanding the provisions of Section 5.1, nothing herein shall prohibit or restrict Borse Dubai or its Affiliates from making any disclosure pursuant to Section 13(d) of the Exchange Act that Borse Dubai or such Affiliate reasonably believes, based on the advice of independent legal counsel, is required in connection with any action taken by Borse Dubai or such Affiliate that is not inconsistent with this Nasdaq Stockholders’ Agreement.

Section 5.3             Suspension and Termination.

(a)           The restrictions contained in Section 5.1 shall terminate and shall cease to apply upon the earliest to occur of the following (the “Standstill Termination Date”): (i) the 10^th anniversary of the date of this Nasdaq Stockholders’ Agreement, (ii) Borse Dubai beneficially owning less than 10% of the outstanding Shares, (iii) Nasdaq entering into a definitive agreement which, if consummated, would result in a Change of Control, (iv) the consummation of a Change of Control, (v) no Borse Dubai Board Designee being elected to the Board of Directors by

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shareholders at two consecutive meetings of shareholders of Nasdaq held for purposes of the election of directors and for which a Borse Dubai Board Designee has been nominated or (vi) Nasdaq (or its Affiliates) holding less than 1,250,000 shares (as adjusted for any stock dividend, stock split, recapitalization or similar event in respect of such shares) in DIFX; provided, however, that for purposes of determining the number of shares in DIFX held by Nasdaq or its Affiliates, shares in DIFX disposed of pursuant to Sections 2.1(a)(ii)(C), 2.1(a)(ii)(D) and 2.4 of the DIFX Stockholders’ Agreement shall be considered to be held by Nasdaq (or its Affiliates).

(b)           On the Standstill Termination Date, (x) if any Borse Dubai Board Designees are members of the Board of Directors or a Borse Dubai Nominating Committee Designee is a member of the Nominating Committee, then at the Board of Directors’ request such Borse Dubai Board Designees shall immediately resign from the Board of Directors and all committees thereof and the Borse Dubai Nominating Committee Designee shall immediately resign from the Nominating Committee and (y) any rights of Borse Dubai under Section 3.1 of this Nasdaq Stockholders’ Agreement shall immediately and permanently terminate.

Section 5.4             Certain Tender Offers.  Notwithstanding the provisions of Section 5.1, if a Third Party Tender Offer is made and, within 10 Business Days of the date on which the Third Party Tender Offer is first published or sent or given, the Board of Directors does not recommend rejection of the Third Party Tender Offer in accordance with Rule 14e-2 under the Exchange Act, then Borse Dubai may tender into such Third Party Tender Offer, but in all other respects the provisions of Section 5.1 shall continue to apply.

Section 5.5             Preemptive Rights.

(a)           At any time prior to the Standstill Termination Date, prior to any sale or issuance by Nasdaq of any Shares or any securities exchangeable for, or convertible into, Shares (the “Offered Shares”) in any capital raising transaction (other than a sale or issuance described in Section 5.5(f)) which would cause Borse Dubai to own less than 19.99% of the Shares calculated on a fully diluted basis, which shall be calculated in accordance with the methodology set forth on Schedule A (a “Proposed Issuance”), Nasdaq shall give Borse Dubai advance written notice (the “Notice of Issuance”) of the Proposed Issuance, setting forth the proposed price (which, in the case of an underwritten offering, may be the price to be established by Nasdaq and the underwriters at the time of the pricing of the offering), number of Shares (which may be a fixed number of Shares to be offered to third parties, subject to increase to make allowance for issuance to Borse Dubai) and other material terms and conditions under which Nasdaq proposes to make such sale, to the extent available (the date such notice is received by Borse Dubai, the “Notice Date”).  Borse Dubai shall have the right, exercisable as hereinafter provided, to purchase the Proportional Share Amount (as defined below) with respect to such Offered Shares on terms which are at least as favorable to Borse Dubai as to any other prospective investor.  To exercise such right, Borse Dubai shall provide within ten (10) Business Days after the Notice Date to Nasdaq an irrevocable notice of exercise (an “Exercise Notice”), providing that it elects to purchase up to the Proportional Share Amount and the number of Offered Shares it elects to purchase and stating, if applicable, whether such amount would automatically increase in connection with the exercise of an over-allotment option granted to underwriters in the Proposed Issuance, if any.  If any material term of the Proposed Issuance is changed from that set forth in the Notice of Issuance, Nasdaq shall give Borse Dubai prompt written notice (the “Revised

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Notice of Issuance”) of the revised terms of the Proposed Issuance, and setting forth such revised terms (the date such Revised Notice of Issuance is received by Borse Dubai is hereinafter referred to as the “Revised Notice Date”).  Borse Dubai may, until the later of (x) five (5) Business Days from the Revised Notice Date (or such shorter time, if Nasdaq determines is required under the circumstances related to the Proposed Issuance) or (y) ten (10) Business Days from the original Notice Date, provide Nasdaq with an amended Exercise Notice.  The number of Offered Shares (the “Proportional Share Amount”) which Borse Dubai may acquire in a Proposed Issuance shall be equal to the number of Offered Shares proposed to be sold or issued by Nasdaq in the Proposed Issuance multiplied by a fraction, the numerator of which is the number of Shares owned by Borse Dubai as of the Notice Date, and the denominator of which is the total number of Shares issued and outstanding as of the Notice Date (each as calculated in accordance with the methodology set forth on Schedule A).  Nasdaq’s obligation hereunder shall be subject to any regulatory approvals as may be required in connection with the exercise by Borse Dubai of the right to purchase Offered Shares as set forth in this Section 5.5 provided, however, that Nasdaq shall use its reasonable best efforts to obtain any such approvals.

(b)           If, within the time required in paragraph (a) above, Borse Dubai does not notify Nasdaq that it intends to purchase any Offered Shares, then Nasdaq may, during a period of sixty (60) days following the end of such period sell and issue such securities not otherwise purchased by Borse Dubai to third parties at the same price and upon the same terms and conditions as set forth in the Notice of Issuance or Revised Notice of Issuance given to Borse Dubai pursuant to paragraph (a) above.

(c)           If Borse Dubai elects to purchase Offered Shares from Nasdaq pursuant to this Section 5.5, Borse Dubai and Nasdaq shall consummate the purchase and sale of such Offered Shares in the manner and on the terms and date of the closing of the Proposed Issuance as set forth in the Notice of Issuance or Revised Notice of Issuance, as the case may be or, if applicable, the second business day after all shareholder and regulatory filings and approvals required for the consummation of such purchase have been obtained.  Payment for such Offered Shares shall be by wire transfer of immediately available funds to a bank account or accounts designated in writing by Nasdaq at least two Business Days prior to scheduled closing therefore, against delivery of such Offered Shares at the executive offices of Nasdaq at the time of the scheduled closing therefor.

(d)           Notwithstanding the provisions of this Section 5.5, Nasdaq is not subject to any obligation to undertake a Proposed Issuance and may, at any time, withdraw or abandon, without the consent of Borse Dubai, any Proposed Issuance contemplated by this Section 5.5.

(e)           The rights of Borse Dubai hereunder shall be subject to all reasonable terms and conditions as the managing underwriters (if any) of the Proposed Issuance may require of Borse Dubai, including (but not limited to) any limitations on the right of Borse Dubai to sell any of the Offered Shares following the consummation of the Proposed Issuance.

(f)            The rights of Borse Dubai under this Section 5.5 shall not apply to:

(i)            the issuance of any securities upon conversion or exchange of (A) any outstanding Derivative Securities in accordance with the terms thereof in effect on the date

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hereof or (B) any Derivative Securities issued after the date hereof in accordance with the terms thereof on the date of issuance, provided that such Derivative Securities were offered in compliance with Section 5.5(a) hereof;

(ii)           the issuance of any shares of capital stock of Nasdaq, in connection with a split or subdivision or similar transaction with respect to shares of capital stock of Nasdaq;

(iii)          the issuance of any Offered Shares with respect to which the participation of Borse Dubai pursuant to this Section 5.5 would require approval of Nasdaq’s shareholders, regardless of the number of Offer Shares included in such Offer (which shareholder approval Nasdaq shall use its reasonable best efforts to obtain prior to the issuance of such Offered Shares to any third party), unless and until such shareholder approval is obtained; provided, however, if approval of Nasdaq’s shareholders with respect to the issuance of such Offered Shares is required for any other reason, this exception to Borse Dubai’s rights shall not apply;

(iv)          the issuance of any Offered Shares with respect to which Borse Dubai’s participation would require regulatory approvals, which Nasdaq shall use its commercially reasonable efforts to obtain, unless and until such regulatory approvals are obtained;

(v)           any shares of Common Stock or related Derivative Securities issued to employees, officers and directors of, and consultants, customers and vendors to, Nasdaq, pursuant to any arrangement approved by the Board of Directors;

(vi)          Common Stock issued pursuant to or upon exercise or conversion of securities issued in connection with a merger, consolidation, share exchange or other reorganization or business combination involving Nasdaq; and

(vii)         Common Stock issued upon exercise of securities issued pursuant to rights distributed to holders of Common Stock generally.

(g)           The rights contained in this Section 5.5 shall terminate upon the earliest to occur of (i) the consummation of a Change of Control, (ii) the termination of this Nasdaq Stockholders’ Agreement pursuant to Section 7.4 hereof, (iv) the Standstill Termination Date, or (v) Borse Dubai ceasing to beneficially own at least 19.99% of the Shares calculated on a fully diluted basis (in accordance with the methodology set forth on Schedule A), as the result of any Transfers by Borse Dubai.

ARTICLE VI
INDEMNIFICATION

Section 6.1             Indemnification.  Nasdaq will indemnify, exonerate and hold Borse Dubai and each of its partners, stockholders, members, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the partners, stockholders, members, directors, officers, fiduciaries, managers, controlling Persons, employees and agents of each of the foregoing (collectively, the “Indemnified Parties”) free and harmless from and against any and all actions, causes of action, suits, claims, liabilities, losses, damages and costs and out-of-pocket expenses in connection therewith (including reasonable attorneys’ fees and expenses)

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incurred by the Indemnified Parties or any of them before or after the date hereof (collectively, the “Indemnified Liabilities”), arising out of any actual or threatened action, cause of action, suit, or claim arising directly or indirectly out of Borse Dubai’s actual, alleged or deemed control or ability to influence Nasdaq or any of its Subsidiaries (other than any such Indemnified Liabilities that arise out of any breach of this Nasdaq Stockholders’ Agreement by such Indemnified Party or other related Persons); provided that if and to the extent that the foregoing undertaking may be unavailable or unenforceable for any reason, Nasdaq hereby agrees to make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.  The rights of any Indemnified Party to indemnification hereunder will be in addition to any other rights any such Person may have under any other agreement or instrument to which such Indemnified Party is or becomes a party or is or otherwise becomes a beneficiary or under law or regulation or under the certificate of incorporation, bylaws or other organizational documents of Nasdaq or any of its Subsidiaries and shall extend to such Indemnified Party’s successors and assigns.

ARTICLE VII
MISCELLANEOUS

Section 7.1             Notices.

(a)           All notices, requests and other communications to any Party hereunder shall be in writing (including facsimile or similar writing) and shall be given to:

(b)           Nasdaq at:

The Nasdaq Stock Market, Inc.
One Liberty Plaza
New York, NY 10006
Attn:  Edward S. Knight, Esq.
Fax:  (301) 978-8471

with a copy to (which shall not constitute notice):

Skadden, Arps, Slate, Meagher & Flom LLP
Four Times Square
New York, NY 10036
Attn:  Eric J. Friedman, Esq.
Fax:  (917) 777-2204

(c)           If to Borse Dubai, to:

Borse Dubai Limited
P.O. Box 506690
Level 7, Precinct Building 5, Gate District
Dubai International Financial Centre
Dubai, UAE
Attn:  Essa Kazim
Fax:   +971 (4) 331 4924

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with a copy to (which shall not constitute notice):

Gibson, Dunn & Crutcher LLP
200 Park Avenue
New York, NY 10166
Attn:  David M. Wilf, Esq.
Fax:  (212) 351-6277

or such other address or facsimile number as such Party may hereinafter specify for the purpose of giving such notice to the Party.  Each such notice, request or other communication shall be deemed to have been received (i) if given by facsimile, when such facsimile is transmitted to the Fax number specified pursuant to this Section 7.1 and confirmation of receipt is received or (ii) if given by any other means, when delivered at the address specified in this Section 7.1.

Section 7.2             No Waivers; Amendments.

(a)           No failure or delay on the part of any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(b)           Neither this Nasdaq Stockholders’ Agreement nor any term or provision hereof may be amended or waived in any manner other than by instrument in writing signed, in the case of an amendment, by each of Borse Dubai and Nasdaq, or in the case of a waiver, by the Party against whom the enforcement of such waiver is sought.

Section 7.3             Non-Disparagement.  Until the termination of this Nasdaq Stockholders’ Agreement, each of the Parties agrees that none of it or its respective Subsidiaries, Affiliates, successors or assigns shall, and each Party shall instruct its Representatives not to, in any way intentionally disparage, attempt to discredit, or otherwise call into disrepute, any other Party or such other Party’s Subsidiaries, Affiliates, successors, assigns, stockholders or Representatives, or any of such Party’s products or services, in any manner that could reasonably be expected to (i) damage the business or reputation of such other Party, its products or services or its Subsidiaries, Affiliates, successors, assigns or Representatives or (ii), subject to the terms of this Nasdaq Stockholders’ Agreement, disrupt, impede, hinder or delay such other Party’s attempts to consummate the transactions contemplated by this Nasdaq Stockholders’ Agreement.  Without limiting the foregoing, neither Party shall make any comments or statements to any non-party (including the press, employees or former employees of the other Party, any client or prospective or former client of the other Party, any individual or entity with whom the other Party has a business relationship or any other Person), if such comment or statement reasonably could be expected to adversely affect the conduct of the business of the other Party, or any of its plans or prospects or the business reputation of such other Party or any of such other Party’s products or services or that of any of its Subsidiaries, Affiliates, successors, assigns or Representatives, except as may be required by applicable law, Authority, judicial order or subpoena; provided, however, that any party making such comments or statements to comply with applicable law, Authority, judicial order or subpoena shall, to the extent that such grant would not conflict with

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applicable law, first grant each other party reasonable opportunity to review such comments or statements.

Section 7.4             Termination.  Subject to Article VI, this Nasdaq Stockholders’ Agreement shall terminate and be of no further force or effect with respect to Borse Dubai upon such date that Borse Dubai no longer holds any Shares; provided, however, that each Party shall retain all rights and claims following such termination with respect to breaches of the covenants and agreements set forth herein occurring prior to such termination.  The provisions of Section 7.5 shall survive any termination of this Nasdaq Stockholders’ Agreement.

Section 7.5             Confidentiality.  Each of the Parties shall, and shall cause its Affiliates to, keep confidential, disclose only to its Affiliates or Representatives and use only in connection with the transactions contemplated by this Nasdaq Stockholders’ Agreement all information and data obtained by them from the other Party or its Affiliates or Representatives relating to such other Party or the transactions contemplated hereby (other than information or data that (i) is or becomes available to the public other than as a result of a breach of this Section 7.5, (ii) was available on a non-confidential basis prior to its disclosure to or by one Party to another, or (iii) becomes available to one Party on a non-confidential basis from a source other than the other Party, provided that such source is not known by the receiving Party, after reasonable inquiry, to be bound by a confidentiality agreement with either of the non-receiving Parties or their Representatives and is not otherwise prohibited from transmitting the information to the receiving Party by a contractual, legal or fiduciary obligation), unless disclosure of such information or data is required by applicable law.

Section 7.6             Successors and Assigns.  All the terms and provisions of this Nasdaq Stockholders’ Agreement shall be binding upon and inure to the benefit of and be enforceable by the Parties and the successors and assigns of each Party, whether so expressed or not.  None of the Parties may assign any of its rights or obligations hereunder, in whole or in part, by operation of law or otherwise, without the prior written consent of the other Parties, and any such assignment without such prior written consent shall be null and void; provided, however, that Borse Dubai may assign this Nasdaq Stockholders’Agreement, in whole or in part, to any Subsidiary of Borse Dubai without the prior consent of Nasdaq; provided further, however, that such assignment shall only be valid for so long as such Subsidiary remains a Subsidiary of Borse Dubai, provided still further, however, that no assignment shall limit the assignor’s obligations hereunder.  Except as expressly set forth herein, this Nasdaq Stockholders’ Agreement shall not inure to the benefit of or be enforceable by any other Person.

Section 7.7             Headings.  The headings in this Nasdaq Stockholders’ Agreement are for convenience of reference only and will not control or affect the meaning or construction of any provisions hereof.

Section 7.8             No Inconsistent Agreements.  Nasdaq will not hereafter enter into any agreement with respect to its securities that is inconsistent with the rights granted to Borse Dubai in this Nasdaq Stockholders’ Agreement.  Nasdaq represents and warrants to Borse Dubai that it has not previously entered into any agreement with respect to any of its debt or equity securities granting any registration rights to any Person which is currently in effect, except for the 2005 Registration Rights Agreement

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Section 7.9             Severability.  The invalidity or unenforceability of any provision of this Nasdaq Stockholders’ Agreement in any jurisdiction will not affect the validity, legality or enforceability of the remainder of this Nasdaq Stockholders’ Agreement in such jurisdiction or the validity, legality or enforceability of this Nasdaq Stockholders’ Agreement, including any such provision, in any other jurisdiction, it being intended that all rights and obligations of the Parties hereunder will be enforceable to the fullest extent permitted by applicable law.

Section 7.10           Recapitalization, Etc.  In case of any consolidation, merger, reorganization, reclassification, sale, conveyance, consolidation, spin-off, partial or complete liquidation, stock dividend, transfer or lease in which Nasdaq is not the surviving person, then (a) all rights and obligations of Nasdaq under this Nasdaq Stockholders’ Agreement shall be assumed by and transferred to any such successor person, with the same effect as if it had been named herein as the party of this first part and (b) all references in this Nasdaq Stockholders’ Agreement to “Nasdaq” shall be deemed to refer to such person; provided, however, in any case, Nasdaq will not effect any such transaction unless the successor delivers to Borse Dubai an agreement in writing in a form reasonably satisfactory to Borse Dubai agreeing to be bound by the terms of this Nasdaq Stockholders’ Agreement.  The intent of the Parties is to fairly and equitably preserve the original rights and obligations of the Parties hereto under this Nasdaq Stockholders’ Agreement.

Section 7.11           No Affiliation.  Nothing in this Nasdaq Stockholders’ Agreement shall be deemed to constitute the parties as partners, co-venturers or agents of each other.

Section 7.12           Specific Performance.  The Parties hereby acknowledge and agree that the failure of any Party to perform its agreements and covenants hereunder, including its failure to take all actions as are necessary on its part to the consummation of the transactions contemplated hereby, will cause irreparable injury to the other Parties, for which damages, even if available, will not be an adequate remedy.  Accordingly, each Party hereby consents to the issuance of injunctive relief by any court of competent jurisdiction to compel performance of such Party’s obligations, to prevent breaches of this Nasdaq Stockholders’ Agreement by such Party and to the granting by any court of the remedy of specific performance of such Party’s obligations hereunder, without bond or other security being required, in addition to any other remedy to which any Party is entitled at law or in equity.  Each Party irrevocably waives any defenses based on adequacy of any other remedy, whether at law or in equity, that might be asserted as a bar to the remedy of specific performance of any of the terms or provisions hereof or injunctive relief in any action brought therefor by any Party.

The Parties hereto agree that if any of the provisions of this Nasdaq Stockholders’ Agreement were not performed in accordance with their specific terms or were otherwise breached, irreparable damage would occur, no adequate remedy at law would exist and damages would be difficult to determine, and that the Parties shall be entitled to specific performance of the terms hereof and immediate injunctive relief, without the necessity of proving the inadequacy of money damages as a remedy, in addition to any other remedy at law or equity.

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Section 7.13           Other Agreements.

(a)           Nothing contained in this Nasdaq Stockholders’ Agreement shall be deemed to be a waiver of, or release from, any obligations any Party hereto may have under, or any restrictions on the Transfer of Shares or other securities of Nasdaq or any direct or indirect Subsidiary of Nasdaq imposed by, any other agreement.

(b)           Nasdaq shall cooperate with Borse Dubai to allow Borse Dubai to recognize its investment in Nasdaq under equity accounting rules pursuant to International Financial Reporting Standards as promulgated by the International Accounting Standards Board, as in effect from time to time.

Section 7.14           New York Law.  The enforceability and validity of this Nasdaq Stockholders’ Agreement, the construction of its terms and the interpretation of the rights and duties of the Parties shall be governed by the laws of the State of New York, without regard to conflict of law principles thereof that would mandate the application of the laws of another jurisdiction.

Section 7.15           Jurisdiction; Service of Process; Waiver of Jury Trial.

(a)           Each of the Parties unconditionally and irrevocably agrees to submit to the exclusive jurisdiction of the state and federal courts located in New York, New York for any suit, action or Proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Nasdaq Stockholders’ Agreement or the transactions contemplated hereby and hereby irrevocably waives, to the fullest extent permitted by applicable law, and agrees not to assert any objection, whether as a defense or otherwise, which such Party may now or hereafter have to the laying of the venue of any such suit, action or Proceeding in any such court or that any such suit, action or Proceeding which is brought in any such court has been brought in an inconvenient forum or that such suit, action or Proceeding may not be brought or is not maintainable in such courts or that the venue thereof may not be appropriate or that this Nasdaq Stockholders’ Agreement may not be enforced in or by such courts.  Each Party agrees that a final judgment in any such suit, action or Proceeding shall be conclusive and may be enforced in any other jurisdiction in which a Party may be found or may have assets by suit on the judgment or in any other manner provided by applicable law, and agrees to the fullest extent permitted by law to consent to the enforcement of any such judgment and not to oppose such enforcement or to seek review on the merits of any such judgment in any such jurisdiction.

(b)           Each of the Parties hereby irrevocably consents to the service of process outside the territorial jurisdiction of such courts in any suit, Proceeding or action by giving copies thereof by hand-delivery of air courier to the address of such Party specified in Section 7.1 and such service of process shall be deemed effective service of process on such Party.  However, the foregoing shall not limit the right of any Party to effect service of process on the other Parties by any other legally available method.

(c)           To the extent that any Party hereto (including assignees of any Party’s rights or obligations under this Nasdaq Stockholders’ Agreement) may be entitled, in any jurisdiction, to claim for itself or its revenues, assets or properties, sovereign immunity from service of process, from suit, from the jurisdiction of any court or arbitral tribunal, from attachment prior to judgment, from attachment in aid of execution or enforcement of a judgment (interlocutory or

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final), or from any other legal process, and to the extent that, in any such jurisdiction there may be attributed such a sovereign immunity (whether claimed or not), each Party hereto hereby irrevocably agrees not to claim, and hereby irrevocably waives to the fullest extent permitted by law, such sovereign immunity.

(d)           EACH OF THE PARTIES HEREBY IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

Section 7.15           Counterparts; Effectiveness.  This Nasdaq Stockholders’ Agreement may be executed in any number of counterparts (including by facsimile), each of which will be an original with the same effect as if the signatures thereto and hereto were upon the same instrument. This Nasdaq Stockholders’ Agreement shall become effective when each Party shall have received counterparts hereof signed by all of the other Parties.

Section 7.16           Entire Agreement.  This Nasdaq Stockholders’ Agreement, together with the OMX Transaction Agreement and the DIFX Agreement (as defined in the OMX Transaction Agreement), constitute the entire agreement and understanding among the Parties and supersede any and all prior agreements and understandings, written or oral, relating to the subject matter hereof, including the Binding Term Sheet (as defined in the OMX Transaction Agreement).

Section 7.17           Interpretation.

(a)           The words “hereof,” “herein” and “herewith” and words of similar import shall, unless otherwise stated, be construed to refer to this Nasdaq Stockholders’ Agreement as a whole and not to any particular provision of this Nasdaq Stockholders’ Agreement, and article, section, paragraph, exhibit and schedule references are to the articles, sections, paragraphs, exhibits and schedules of this Nasdaq Stockholders’ Agreement unless otherwise specified.  Whenever the words “include,” “includes” or “including” are used in this Nasdaq Stockholders’ Agreement, they shall be deemed to be followed by the words “without limitation.”  All terms defined in this Nasdaq Stockholders’ Agreement shall have the defined meanings contained herein when used in any certificate or other document made or delivered pursuant hereto unless otherwise defined therein.  The definitions contained in this Nasdaq Stockholders’ Agreement are applicable to the singular as well as the plural forms of such terms and to the masculine as well as to the feminine and neuter genders of such terms.  In this Nasdaq Stockholders’ Agreement, all references to “$” are to United States dollars and all references to “SEK” are to Swedish kronor.  Any agreement, instrument or statute defined or referred to herein or in any agreement or instrument that is referred to herein means such agreement, instrument or statute as from time to time, amended, qualified or supplemented, including (in the case of agreements and instruments) by waiver or consent and (in the case of statutes) by succession of comparable successor statutes and all attachments thereto and instruments incorporated therein.  References to a Person are also to its permitted successors and assigns.

(b)           The Parties have participated jointly in the negotiation and drafting of this Nasdaq Stockholders’ Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Nasdaq Stockholders’ Agreement shall be construed as if drafted jointly by the

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Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any provisions of this Nasdaq Stockholders’ Agreement.

[Signature page follows.]

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IN WITNESS WHEREOF, each of the parties has caused this Nasdaq Stockholders’ Agreement to be duly executed, all as of the date first above written.

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Schedule A

Methodology for Calculating the Issued and Outstanding
Common Stock on a Fully-Diluted Basis

Methodology:

·                  The Common Stock price (the “Common Stock Price”) to be used in each calculation herein shall be the volume-weighted average price on the last trading day immediately prior to the Closing Date or any other measuring date (the “Measuring Date”).

·                  The number of outstanding shares of Common Stock shall be the actual shares outstanding (not weighted) at the Measuring Date, plus the Nasdaq Shares.

·                  The number of unvested shares of restricted stock shall be calculated using the treasury stock method of computing the dilutive impact at the Common Stock Price based on the unvested shares of restricted stock outstanding on the Measuring Date.

·                  The number of shares of Common Stock underlying options shall be calculated using the treasury stock method of computing the dilutive impact at the Common Stock Price, including all options outstanding but exercisable on the Measuring Date, with no weighting and no forfeitures.

·                  The number of shares of Common Stock underlying convertible debt shall be calculated using the if converted method at the Common Stock Price.

·                  The number of shares underlying warrants shall be calculated using the treasury stock method at the Common Stock Price.

Sample Calculation:

Based on the following assumptions:

·                  All Share data as of August 31, 2007.

Exhibit 7.4

EXECUTION COPY

REGISTRATION RIGHTS AGREEMENT

dated as of

FEBRUARY 27, 2008

among

THE NASDAQ STOCK MARKET, INC.,

BORSE DUBAI NASDAQ SHARE TRUST

and

BORSE DUBAI LIMITED

TABLE OF CONTENTS

i

ii

REGISTRATION RIGHTS AGREEMENT

REGISTRATION RIGHTS AGREEMENT, dated as of February 27, 2008 (this “Registration Rights Agreement”), among The Nasdaq Stock Market, Inc., a Delaware corporation (together with any successor entity thereto, “Nasdaq”), Borse Dubai Limited, a company registered in the Dubai International Financial Centre in Dubai with company number CL0447 (together with any successor entity thereto, “Borse Dubai”), and Borse Dubai Nasdaq Share Trust, a Delaware statutory trust, (the “Trust” and, together with Borse Dubai, the “Initial Holders”). Nasdaq, Borse Dubai and the Trust are sometimes referred to herein as a “Party” and collectively as the “Parties”.

RECITALS

WHEREAS, Pursuant to the OMX Transaction Agreement, dated November 15, 2007 (as amended and supplemented from time to time, the “OMX Transaction Agreement”), between Nasdaq, BD Stockholm AB, a corporation organized under the laws of Sweden, and Borse Dubai, Borse Dubai and the Trust will receive shares of Common Stock (as defined below) (the “Purchased Shares”); and

WHEREAS, it is a condition precedent to the closing of the transactions contemplated by the OMX Transaction Agreement (the “Closing”) that the parties hereto execute and deliver this Registration Rights Agreement.

For good and valuable consideration, the receipt of which is hereby acknowledged, Nasdaq desires to provide to each Holder (as defined below) the rights to register the Registrable Securities (as defined below) held by them under the Securities Act (as defined below) on the terms and subject to the conditions set forth herein.

ARTICLE I
DEFINITIONS

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

“2005 Registration Rights Agreement”:  The Registration Rights Agreement, dated as of April 21, 2005, among (i) Nasdaq (ii) the H&F Entities, (iii) the SLP Entities, (iv) Integral Capital Partners VI, L.P. and (v) VAB Investors, LLC.

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

“Affiliate”:  With respect to any Person, means any other Person directly or indirectly controlling, controlled by or under common control with such Person.  For the purposes of this definition, “control” when used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise; and the terms “controlling” and “controlled” have meanings correlative to the foregoing.

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Notwithstanding the foregoing, Nasdaq and its Affiliates, on the one hand, will not be deemed to be Affiliates of any of Borse Dubai and its Affiliates or DIFX and its Affiliates, on the other hand, and vice versa.  For the avoidance of doubt, Affiliates of Borse Dubai refer only to Persons directly or indirectly controlled by Investment Corporation of Dubai, a Dubai company.

“Authority”:  Any domestic (including federal, state or local) or foreign court, arbitrator, administrative, regulatory or other governmental department, agency, official, commission, tribunal, authority or instrumentality, non-government authority or Self-Regulatory Organization.

“Automatic Shelf Registration Statement”:  An automatic shelf registration statement within the meaning of Rule 405 under the Securities Act.

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

“Borse Dubai Holder”:  Borse Dubai and any other Holder to whom a Borse Dubai Holder has in accordance with Section 7.2 assigned the right to request the filing of a registration statement pursuant to Section 2.1.

“Exchange Act”:  The Securities Exchange Act of 1934, as amended.

“Facilities Agreement” means that certain Facilities Agreement, dated August 17, 2007, as amended and restated on September 20, 2007 and as amended on September 24, 2007, among, inter alia, Borse Dubai, as borrower, the lenders party thereto and HSBC.

“H&F Entities”:  Collectively, Hellman & Friedman Capital Partners IV, L.P., H&F Executive Fund IV, L.P., H&F International Partners IV-A, L.P., H&F International Partners IV-B, L.P. and any affiliates to whom they transfer Registrable Securities.

“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 of the 2005 Registration Rights Agreement assigned the right to request the filing of a registration statement pursuant to Section 2.1 of the 2005 Registration Rights Agreement.

“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 Registration Rights 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 Registration Rights Agreement and delivers a copy of such writing to Nasdaq.

“HSBC” means HSBC Bank plc, as Security Trustee for the benefit of the Secured Parties (as such term is defined in the Facilities Agreement) under the Nasdaq Share Charge.

“Nasdaq Share Charge” means the pledge agreement to be entered into between Borse Dubai and HSBC in connection with the Closing, whereby Borse Dubai has pledged all of its right, title and interest in and to the Shares of Nasdaq that it owns to secure its obligations under the Facilities Agreement.

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“OMX Transaction Agreement Closing Date”:  The “Closing Date” as defined in the OMX Transaction Agreement.

“Person”:  Any individual or a corporation, partnership, association, trust, or any other entity or organization, including a government or political subdivision or an agency thereof.

“Proceeding”:  Any claim, suit, action or legal, administrative, arbitration or other alternative dispute resolution proceeding or investigation.

“Registrable Securities”:  Each of (a) the Purchased Shares, (b) any additional securities that may be issued to or purchased by Borse Dubai or any of its subsidiaries after the date hereof, pursuant to the terms of the OMX Transaction Agreement or the Nasdaq Stockholders’ Agreement (as defined in the OMX Transaction Agreement) and (c) 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 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 twelve months following the OMX Transaction Agreement Closing Date.

“Registration Expenses”:  Any and all expenses incident to performance of or compliance with this Registration Rights Agreement, including, without limitation, (i) all SEC and stock exchange or Financial Industry Regulatory Authority (“FINRA”) 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 Nasdaq 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 Nasdaq or the Holders participating in such registration in connection with any “road show” including travel and accommodations.

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“Representatives”:  means, with respect to any Party, the directors, officers, employees, agents, attorneys, accountants, consultants, financial and other advisors of such Party.

“Securities Act”:  The Securities Act of 1933, as amended.

“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.

“Self-Regulatory Organization”:  FINRA, the Dubai Financial Services Authority, any United States or non-United States securities exchange, commodities exchange, registered securities association, the Municipal Securities Rulemaking Board, National Futures Association, and any other board or body, whether United States or non-United States, that regulates brokers, dealers, commodity pool operators, commodity trading advisors or future commission merchants.

“SLP Entities”:  Collectively, Silver Lake Partners II TSA, L.P., Silver Lake Technology Investors II, L.L.C., Silver Lake Partners TSA, L.P., Silver Lake Investors, L.P. and any affiliates to whom they transfer Registrable Securities.

“SLP Holders”:  Each of the SLP Entities and any other Holder to whom an SLP Holder has in accordance with Section 7.2 of the 2005 Registration Rights Agreement assigned the right to request the filing of a registration statement pursuant to Section 2.1 of the 2005 Registration Rights Agreement.

“Trust Holder”:  The Trust and any other Holder to whom a Trust Holder has in accordance with Section 7.2 assigned the right to request the filing of a registration statement pursuant to Section 2.1.

“WKSI”:  A well-known seasoned issuer that is not an “ineligible issuer” as such terms are defined in Rule 405 under the Securities Act.

1.2          Table of Definitions.  The following terms have the meanings set forth in the Sections set forth below:

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ARTICLE II
REGISTRATION RIGHTS

2.1          Demand Registration Rights.

(a)           Right to Demand Registration of Registrable Securities.  Subject to the conditions of this Section 2.1, if Nasdaq shall receive a written request from one or more Borse Dubai Holders and/or Trust Holders (the “Initiating Holders”), that Nasdaq file a registration statement under the Securities Act covering the registration of Registrable Securities having a value (based on the average closing sale price per share of Common Stock for 10 trading days preceding the registration request) of not less than $50,000,000 (or, if less, all of the Registrable Securities then held by such requesting Holders), then Nasdaq shall, within five (5) days of the receipt thereof, give written notice of such request to all Holders, who must respond in writing within fifteen (15) days requesting inclusion in such registration of such Holders’ Registrable Securities of the same type or types that are being registered by the Initiating Holders.  Each request must specify the amount and intended manner of disposition of such Registrable Securities.  Nasdaq, subject to the limitations of this Section 2.1, must use its reasonable best efforts to effect, as soon as reasonably practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in accordance with this Section 2.1 together with any other securities of Nasdaq entitled to inclusion in such registration; provided, however, that Nasdaq shall not be required to file a registration statement in connection with a written request pursuant to this paragraph (a) prior to the date which is sixty (60) days before the Registration Date.  To the extent that Nasdaq has registered Registrable Securities on a Shelf Registration Statement pursuant to Section 2.1(b) on behalf of any Initiating Holders, and any such Registrable Securities remain unsold at the time the Initiating Holders make a demand pursuant to this Section 2.1(a), the Initiating Holders shall be responsible to fund any registration fee pursuant to such demand in respect of the number of such unsold Registrable Securities under such Shelf Registration Statement.

(b)           Shelf Registration Statement.  If a written request made by the Initiating Holders under Section 2.1(a) hereof specifies that the intended manner of disposition of Registrable Securities is to be made by means of a shelf registration providing for resales of such Registrable Securities, Nasdaq shall use its reasonable best efforts to effect, as soon as reasonably practicable, the registration under the Securities Act of all Registrable Securities that the Holders request to be so registered in accordance with Section 2.1(a) pursuant to a registration statement for an offering to be made on a continuous basis pursuant to Rule 415 (or successor provision) under the Securities Act (together with any amendments thereto, and including any documents incorporated by reference therein, the “Shelf Registration Statement”), which Shelf Registration Statement shall provide for resales of such Registrable Securities

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 (which shall be an Automatic Shelf Registration Statement if Nasdaq is a WKSI at the time of such filing).

(c)           Underwritten Offerings.  If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise Nasdaq as a part of their request made pursuant to Section 2.1(a) hereof and Nasdaq shall include such information in the written notice referred to in such Section 2.1(a).  In such event, the right of any Holder to include its Registrable Securities in such registration shall be conditioned upon such Holder’s participation in such underwriting and the inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.  All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to Nasdaq) and complete and execute all questionnaires, powers of attorney and other documents reasonably required under the terms of such underwriting agreement and these registration rights.  Notwithstanding any other provision of this Section 2.1, if the managing underwriter advises Nasdaq in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then Nasdaq shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the amount of Registrable Securities that may be included in the underwriting shall be allocated as follows (i) first, to the extent any securities are requested to be included in such registration pursuant to Section 2.3 of the 2005 Registration Rights Agreement by the H&F Holders or the SLP Holders, the amount of such securities requested by the H&F Holders or the SLP Holders, allocated in accordance with the 2005 Registration Rights Agreement, that can, in the opinion of such managing underwriter, be sold without having the adverse effect referred to above, (ii) second, among the Initiating Holders as nearly as possible on a pro rata basis based on the total amount of Registrable Securities (on an as converted basis) held by such Initiating Holders requested to be included in such underwriting that can, in the opinion of such managing underwriter, be sold without having the adverse effect referred to above and (iii) third, to the extent all Registrable Securities requested to be included in such underwriting by the Initiating Holders have been included, among the Holders (other than the Initiating Holders) requesting inclusion of Registrable Securities in such underwritten offering, as nearly as possible on a pro rata basis based on the total amount of Registrable Securities (on an as converted basis) held by such Holders requested to be included in such underwriting.  Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(d)           Underwritten Shelf Take-Downs.  Notwithstanding the provisions of Section 2.1(c) hereof, if a Shelf Registration Statement has become effective in accordance with Section 2.1(b) hereof and any Borse Dubai Holder or Trust Holder (the “Initiating Shelf Holders”) of Registrable Securities covered by such Shelf Registration Statement advises Nasdaq in writing that it intends to sell its Registrable Securities pursuant to an underwritten “take-down” under such Shelf Registration Statement which could involve a customary “road show” (a “Marketed Take-down”), then Nasdaq shall, within five (5) days of the receipt thereof, give written notice of such intention to all Holders of Registrable Securities under such Shelf Registration Statement, who must respond in writing within fifteen (15) days requesting

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inclusion of such Holders’ Registrable Securities in such Marketed Take-down.  In such event, the right of any Holder to include its Registrable Securities in such Marketed Take-down shall be conditioned upon such Holder’s participation in such Marketed Take-down and inclusion of such Holder’s Registrable Securities in the Marketed Take-down to the extent provided herein.  All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders (which underwriter or underwriters shall be reasonably acceptable to Nasdaq).  Notwithstanding any other provision of this Section 2.1, if the managing underwriter advises Nasdaq in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the price, timing or the distribution of the securities to be offered, then Nasdaq shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the amount of Registrable Securities that may be included in the underwriting shall be allocated as follows (i) first, to the extent any securities are requested to be included in such registration pursuant to Section 2.3 of the 2005 Registration Rights Agreement by the H&F Holders or the SLP Holders, the amount of such securities requested by the H&F Holders or the SLP Holders, allocated in accordance with the 2005 Registration Rights Agreement, that can, in the opinion of such managing underwriter, be sold without having the adverse effect referred to above, (ii) second, among the Initiating Shelf Holders as nearly as possible on a pro rata basis based on the total amount of Registrable Securities (on an as converted basis) held by such Initiating Shelf Holders requested to be included in such underwriting that can, in the opinion of such managing underwriter, be sold without having the adverse effect referred to above and (iii) third, to the extent all Registrable Securities requested to be included in such underwriting by the Initiating Shelf Holders have been included, among the Holders (other than the Initiating Holders) requesting inclusion of Registrable Securities in such underwritten offering, as nearly as possible on a pro rata basis based on the total amount of Registrable Securities (on an as converted basis) held by such Holders requested to be included in such underwriting.  For avoidance of doubt, if any Holder desires to sell its Registrable Securities pursuant to an underwritten “take-down” under the Shelf Registration Statement which does not involve a customary “road show”, then the other Holders will not have the right to participate in such underwritten “take-down”.

(e)           Registration Limits.  Notwithstanding the foregoing, Nasdaq shall not be required to effect a registration pursuant to this Section 2.1:

(i)            that will become effective prior to the Registration Date;

(ii)           in the case of (A) a registration requested by the Borse Dubai Holders pursuant to Section 2.1(a) hereof, after Nasdaq has effected a total of six (6) registrations requested by any of the Borse Dubai Holders pursuant to such Section and (B) a registration requested by the Trust Holders pursuant to Section 2.1(a) hereof, after Nasdaq has effected a total of three (3) registrations requested by any of the Trust Holders pursuant to such Section; provided, however, that a registration request involving an underwritten offering will not count as a requested registration under this clause (ii) unless the Holder making such request is able, after giving effect to any underwriting cutbacks contemplated by Section 2.1(c) or (d) hereof, to register at least 75% of the amount of Registrable Securities originally requested by

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such Holder to be included in such registration; provided further, however, that if the Borse Dubai Holders and the Trust Holders jointly request a registration pursuant to Section 2.1(a) hereof, then, for purposes of this clause (ii), whichever of either the Borse Dubai Holders (as a group) or the Trust Holders (as a group) is able to register and sell more Registrable Securities pursuant to such request shall be deemed solely to have made such request; and provided still further, however that any Marketed Take-down other than the first such Marketed Take-down requested by a Borse Dubai Holder or Trust Holder under any Shelf Registration Statement which has been effected pursuant to the request of such Holder shall be deemed to be a requested registration by such Holder for purposes of this clause (ii);

(iii)          within 90 days of the effective date of any other registration statement filed by Nasdaq pursuant to the Securities Act in connection with Nasdaq making a primary offering of its securities, excluding registration statements filed on From S-4 or S-8 (or any substitute form that may be adopted by the SEC);

(iv)          if Nasdaq shall furnish to Holders requesting a registration statement pursuant to this Section 2.1, a certificate signed by the Chairman, President or a Vice President of Nasdaq stating that in the good faith judgment of Nasdaq’s Board of Directors the filing or effectiveness of such registration statement would materially interfere with any proposed acquisition, disposition, financing or other material transaction involving Nasdaq or its subsidiaries, in which event Nasdaq shall have the right to defer such filing for a period of not more than sixty (60) days in any 90-day period after receipt of the request of the Initiating Holders; provided that Nasdaq shall not defer filings pursuant to this clause (iv) more than an aggregate of one hundred and twenty (120) days in any twelve (12) month period; or

(v)           requested by either the Borse Dubai Holders or the Trust Holders if in the prior six (6) months Nasdaq has effected a registration pursuant to this Section 2.1 at the request of either the Borse Dubai Holders or the Trust Holders.

2.2          Piggyback Rights.  If Nasdaq at any time after the Registration Date hereof proposes to register its Common Stock (or any security which is convertible into or exchangeable or exercisable for Common Stock) under the Securities Act (other than a registration on Form S-4 or S-8, or any successor or other forms promulgated for similar purposes), whether or not for sale for its own account, it will, at each such time, give prompt written notice to all Holders of Registrable Securities of its intention to do so and of such Holders’ rights under this Article II.  Upon the written request of any such Holder made within twenty (20) days after the receipt of any such notice (which request shall specify the Registrable Securities intended to be disposed of by such Holder), Nasdaq will, as expeditiously as reasonably practicable, use its reasonable best efforts to effect the registration under the Securities Act of all Registrable Securities (in the form of Common Stock) which Nasdaq has been so requested to register by the Holders thereof, to the extent requisite to permit the disposition of the Registrable Securities so to be registered; provided that (i) if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, Nasdaq shall determine for any reason not to proceed with the proposed registration of the securities to be sold by it, Nasdaq may, at its election, give written notice of such determination to each Holder of Registrable Securities and, thereupon, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not

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from its obligation to pay the Registration Expenses in connection therewith), and (ii) if such registration involves an underwritten offering, all Holders of Registrable Securities requesting to be included in Nasdaq’s registration must sell their Registrable Securities to the underwriters selected by Nasdaq on the same terms and conditions as apply to Nasdaq, with such differences, including any with respect to indemnification, as may be customary or appropriate in combined primary and secondary offerings.  If a registration requested pursuant to this Section 2.2 involves an underwritten public offering, any Holder of Registrable Securities requesting to be included in such registration may elect, in writing prior to the effective date of the registration statement filed in connection with such registration, not to register such securities in connection with such registration.

2.3          Priority in Piggyback Registrations.  If a registration pursuant to Section 2.2 hereof involves an underwritten offering and the managing underwriter advises Nasdaq in writing that, in its opinion, marketing factors require a limitation of the amount of securities to be underwritten (including Registrable Securities) because the amount of securities to be underwritten is likely to have an adverse effect on the price, timing or distribution of the securities to be offered, in such offering as contemplated by Nasdaq (other than the Registrable Securities), then, (i) in the case such registration is being made pursuant to the registration demand rights under Section 2.1 of the 2005 Registration Rights Agreement as in effect on the date of this Registration Rights Agreement (but without giving effect to any amendment, supplement or other modification of such agreement after the date hereof), Nasdaq will include in such registration (A) first, 100% of the securities the H&F Holders or SLP Holders propose to sell and (B) second, to the extent that the amount of securities requested to be involved in such registration pursuant to Section 2.2 hereof can, in the opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the amount of Registrable Securities (on an as converted basis) which the Holders have requested to be included in such registration and the securities to be offered by Nasdaq, if any, such amount to be allocated pro rata among all requesting Holders and Nasdaq on the basis of the amount of securities requested by such Holders and Nasdaq in such registration, and (ii) otherwise (A) first, 100% of the securities Nasdaq proposes to sell, (B) second, to the extent that the amount of securities requested to be included in such registration pursuant to Section 2.3 of the 2005 Registration Rights Agreement by the H&F Holders or the SLP Holders can, in the opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the amount of such securities requested by the H&F Holders or the SLP Holders, allocated in accordance with the 2005 Registration Rights Agreement, (C) third, to the extent that the amount of Registrable Securities requested to be included in such registration pursuant to Section 2.2 hereof can, in the opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the amount of Registrable Securities which the Holders have requested to be included in such registration, such amount to be allocated pro rata among all requesting Holders on the basis of the amount of Registrable Securities then held by each such requesting Holder (provided that any amount thereby allocated to any such Holder that exceed such Holder’s request will be reallocated among the remaining requesting holders in like manner) and (D) fourth, to the extent that the amount of securities requested to be included in such registration can, in the opinion of such managing underwriter, be sold without having the materially adverse effect referred to above, the amount of securities held by any other Person which have the right to be included in such registration.

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2.4                               Expenses.  Nasdaq will pay all Registration Expenses in connection with each registration of Registrable Securities requested pursuant to this Article II.

2.5                               Registration Form.  Nasdaq shall select the registration statement form for any registration pursuant to Section 2.1, but shall cooperate with the requests of the Initiating Holders or managing underwriters selected by them as to the inclusion therein of information not specifically required by such form.

2.6                               Additional Rights.  If Nasdaq at any time after the date hereof grants to any other holders of Common Stock or securities of Nasdaq convertible into Common Stock any rights to request Nasdaq to effect the registration under the Securities Act of any such shares of Common Stock on terms more favorable to such holders than the terms set forth in this Article II, the terms of this Article II shall be deemed amended or supplemented to the extent necessary to provide the Holders such more favorable rights and benefits.

2.7          Rights of Transferee Under NASDAQ Stock Charge.  If, subsequent to the filing of any registration statement by Nasdaq pursuant to the terms of this Article II, any Person or Persons shall become a Holder (directly by way of a transfer by Borse Dubai or HSBC) in connection with the exercise by HSBC of its rights and remedies under the Nasdaq Share Charge, Nasdaq agrees that it shall take all measures necessary either to amend the registration statement (including, if such registration statement has been declared effective and if necessary, by way of a post-effective amendment to such registration statement) or if necessary and applicable, a prospectus supplement, in either case to name any such Holder as a selling shareholder under such registration statement, and any such Holder shall benefit from the rights afforded by Section 2.4 in connection with any such amendment.  The undertakings by Nasdaq under this Section 2.7 shall be enforceable and exercisable irrespective of any limitation imposed by Sections 2.1(e)(ii) through (v).

ARTICLE III
REGISTRATION PROCEDURES

3.1                               Registration Procedures.  If and whenever Nasdaq is required to use its reasonable best efforts to effect or cause the registration of any Registrable Securities under the Securities Act as provided in this Registration Rights Agreement, Nasdaq will, as expeditiously as reasonably practicable:

(a)                                  prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its reasonable best efforts to cause such registration statement to become effective, provided, however, that Nasdaq may discontinue any registration of its securities which is being effected pursuant to Section 2.2 at any time prior to the effective date of the registration statement relating thereto;

(b)                                 prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective for a period (A) in the case such registration statement is a Shelf Registration Statement, ending on the date that the securities registered under such Shelf Registration Statement cease being Registrable Securities, and (B) in the case of all other

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 registration statements, not in excess of 180 days, and, in each case, to comply with the provisions of the Securities Act, the Exchange Act and the rules and regulations of the SEC thereunder with respect to the disposition of all securities covered by such registration statement during such period in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided that before filing a registration statement or prospectus, or any amendments or supplements thereto, Nasdaq will furnish to each counsel selected pursuant to Section 6.1 hereof by the Holders of the Registrable Securities covered by such registration statement to represent such Holders and use all reasonable efforts to take into account and, if appropriate, reflect in such registration statement or amendment thereto such comments as the Holders and their counsel may reasonably request; and provided, further, that notwithstanding the foregoing, Nasdaq may suspend the effectiveness of a Shelf Registration Statement by written notice to the Holders of Registrable Securities subject to such Shelf Registration Statement for a period not to exceed an aggregate of sixty (60) days in any 90-day period and not to exceed an aggregate of one hundred and twenty (120) days in any twelve (12) month period if:

(i)                                     an event occurs and is continuing as a result of which the Shelf Registration Statement would, in Nasdaq’s reasonable judgment, contain an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; and

(ii)                                  Nasdaq reasonably determines that the disclosure of such event at such time would materially interfere with any proposed acquisition, disposition, financing or other material transaction involving Nasdaq or its subsidiaries;

(c)                                  furnish to each seller of such Registrable Securities such number of copies of such registration statement and of each amendment and supplement thereto, such number of copies of the prospectus included in such registration statement (including each preliminary and final prospectus and supplement thereto), in conformity with the requirements of the Securities Act, and such other documents as such seller may reasonably request in order to facilitate the disposition of the Registrable Securities by such seller;

(d)                                 use its reasonable best efforts to (A) register or qualify such Registrable Securities covered by such registration in such jurisdictions as each seller shall reasonably request and to keep such registration or qualification in effect for so long as such registration statement remains in effect, and do any and all other acts and things which may be reasonably necessary or advisable to enable such seller to consummate the disposition in such jurisdictions of the Registrable Securities owned by such seller, and (B) use its reasonable best efforts to cause such Registrable Securities covered by such registration statement to be registered with or approved by such other governmental agencies or authorities as may be necessary to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; provided, however, that Nasdaq shall not for any such purpose be required to (I) qualify generally to do business as a foreign corporation in any jurisdiction where, but for the requirements of this Section 3.1(d), it would not be obligated to be so qualified, (II) subject itself to taxation in any such jurisdiction other than with respect to the registration of securities or (III) consent to general service of process in any such jurisdiction;

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(e)                                  notify each seller of any such Registrable Securities covered by such registration statement, at any time when a prospectus relating thereto is required to be delivered under the Securities Act within the appropriate period mentioned in Section 3.1(b) hereof, of Nasdaq’s becoming aware that the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing, and at the request of any such seller, prepare as promptly as reasonably practical a post-effective amendment to such registration statement and furnish to such seller a reasonable number of copies of an amended or supplemental prospectus as may be necessary so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances then existing;

(f)                                    use its reasonable best efforts to comply with all applicable rules and regulations of the SEC, and make available to its security holders, as soon as reasonably practicable after the effective date of the registration statement, an earnings statement which shall satisfy the provisions of Section 11(a) of the Securities Act and the rules and regulations promulgated thereunder;

(g)                                 enter into and perform such customary agreements (including an underwriting agreement in customary form), which may include indemnification provisions in favor of underwriters and other persons in addition to, or in substitution for the provisions of Article IV hereof, and take such other actions as sellers of a majority of shares of such Registrable Securities or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities;

(h)                                 obtain a “cold comfort” letter or letters from Nasdaq’s independent public accounts in customary form and covering matters of the type customarily covered by “cold comfort” letters as the seller or sellers of a majority of shares of such Registrable Securities (on an as converted basis) or managing underwriter or agent shall reasonably request;

(i)                                     make available for inspection by any seller of such Registrable Securities covered by such registration statement, by any underwriter participating in any disposition to be effected pursuant to such registration statement and by any attorney, accountant or other agent retained by any such seller or any such underwriter, all pertinent financial and other records, pertinent corporate documents and properties of Nasdaq, and cause all of Nasdaq’s officers, directors and employees to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement;

(j)                                     notify counsel (selected pursuant to Section 6.1 hereof) for the Holders of Registrable Securities included in such registration statement and the managing underwriter or agent, as promptly as possible, and confirm the notice in writing (A) when the registration statement, or any post-effective amendment to the registration statement, shall have become effective, or any supplement to the prospectus or any amendment prospectus shall have been filed, (B) of the receipt of any comments from the SEC, (C) of any request of the SEC to amend the registration statement or amend or supplement the prospectus or for additional information

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and (D) of the issuance by the SEC of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus, or of the suspension of the qualification of the registration statement for offering or sale in any jurisdiction, or of the institution or threatening of any proceedings for any of such purposes;

(k)                                  make every reasonable effort to prevent the issuance of any stop order suspending the effectiveness of the registration statement or of any order preventing or suspending the use of any preliminary prospectus and, if any such order is issued, to obtain the withdrawal of any such order at the earliest possible moment;

(l)                                     if requested by the managing underwriter or agent or any Holder of Registrable Securities covered by the registration statement, promptly incorporate in a prospectus supplement or post-effective amendment such information as the managing underwriter or agent or such Holder reasonably requests to be included therein and to which Nasdaq does not reasonably object, including, without limitation, with respect to the number of Registrable Securities being sold by such Holder to such underwriter or agent, the purchase price being paid therefor by such underwriter or agent and with respect to any other terms of the underwritten offering of the Registrable Securities to be sold in such offering; and make all required filings of such prospectus supplement or post-effective amendment as soon as practicable after being notified of the matters incorporated in such prospectus supplement or post-effective amendment;

(m)                               cooperate with the Holders of Registrable Securities covered by the registration statement and the managing underwriter or agent, if any, to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legends) representing securities to be sold under the registration statement, and enable such securities to be in such denominations and registered in such names as the managing underwriter or agent, if any, or such Holders may request;

(n)                                 obtain for delivery to the Holders of Registrable Securities being registered and to the underwriters or agents an opinion or opinions from counsel for Nasdaq in customary form and in form, substance and scope reasonably satisfactory to such Holders, underwriters or agents and their counsel;

(o)                                 cooperate with each seller of Registrable Securities and each underwriter or agent participating in the disposition of such Registrable Securities and their respective counsel in connection with any filings required to be made with the FINRA; and

(p)                                 if requested by the underwriters, prepare and present to potential investors customary “road show” or marketing materials in a manner consistent with other new issuances of other securities similar to the Registrable Securities.

Each Holder of Registrable Securities agrees as a condition to the registration of such Holder’s Registrable Securities as provided herein to furnish Nasdaq with such information regarding such seller and pertinent to the disclosure requirements relating to the registration and the distribution of such securities as Nasdaq may from time to time reasonably request in writing.

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Each Holder of Registrable Securities agrees that, upon receipt of any notice from Nasdaq of the happening of any event of the kind described in Section 3.1(e) hereof, such Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement covering such Registrable Securities until such Holder’s receipt of the copies of the supplemented or amended prospectus contemplated by Section 3.1(e) hereof, and, if so directed by Nasdaq, such Holder will deliver to Nasdaq (at Nasdaq’s expense) all copies, other than permanent file copies then in such Holder’s possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.  In the event Nasdaq shall give any such notice, the period mentioned in Section 3.1(b) hereof shall be extended by the number of days during the period from and including the date of the giving of such notice pursuant to Section 3.1(e) hereof and including the date when each seller of Registrable Securities covered by such registration statement shall have received the copies of the supplemented or amended prospectus contemplated by Section 3.1(e) hereof.

3.2                               Restrictions on Public Sale by Nasdaq.  Nasdaq agrees (i) not to effect any public sale or distribution of any securities similar to those being registered in accordance with Section 2.1(c) or Section 2.1(d), or any securities convertible into or exchangeable or exercisable for such securities, during such period as the lead underwriter may reasonably request, no greater than ninety (90) days, beginning on, the effective date of any registration statement relating to an offering under Section 2.1(c) or the pricing of an offering under Section 2.1(d) (except as part of such registration statement and except pursuant to registrations on Form S-4 or S-8 or any successor or similar form thereto), and (ii) that any agreement entered into after the date of this Registration Rights Agreement pursuant to which Nasdaq issues or agrees to issue any privately placed securities shall contain a provision under which holders of such securities agree not to effect any sale or distribution of such securities and not to effect any sale or distribution of such securities during the periods described in (i) above, in each case including a sale pursuant to Rule 144 (except as part of any such registration, if permitted).

ARTICLE IV
INDEMNIFICATION

4.1                               Indemnification by Nasdaq.  In the event of any registration of any securities of Nasdaq under the Securities Act pursuant to Article II hereof, Nasdaq will, and it hereby does, indemnify and hold harmless, to the extent permitted by law, the seller of any Registrable Securities covered by such registration statement, each affiliate of such seller and their respective trustees, directors and officers or general and limited partners (including any director, officer, affiliate, employee, representative, agent and controlling Person of any of the foregoing), each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act (collectively, the “Indemnified Parties”), against any and all Actions (whether or not an Indemnified Party is a party thereto), losses, claims, damages or liabilities, joint or several, and expenses (including, without limitation, reasonable attorney’s fees and reasonable expenses of investigation) to which such Indemnified Party may become subject under the Securities Act, common law or otherwise, insofar as such losses, claims, damages, liabilities or expenses (or actions or proceedings in respect thereof, whether or not such Indemnified Party is a party thereto) arise out of, relate to or are based upon (a) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities

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were registered under the Securities Act, any preliminary, final or supplemental prospectus contained therein, or any amendment or supplement thereto, or (b) any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in light of the circumstances under which they were made) not misleading, and Nasdaq will reimburse such Indemnified Party for any legal or any other expenses reasonably incurred by it in connection with investigating or defending against any such loss, claim, liability, action or proceeding; provided that Nasdaq shall not be liable to any Indemnified Party in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or amendment or supplement thereto or in any such preliminary, final or supplemental prospectus in reliance upon and in conformity with written information furnished to Nasdaq through an instrument duly executed by such seller specifically stating that it is for use in the preparation thereof.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or any Indemnified Party and shall survive the transfer of such securities by such seller.

4.2                               Indemnification by the Seller.  Nasdaq may require, as a condition to including any Registrable Securities in any registration statement filed in accordance with Article II hereof, that Nasdaq shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities or any underwriter to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 4.1) Nasdaq, its officers, directors and agents and all other prospective sellers with respect to any untrue statement or alleged untrue statement in or omission or alleged omission from such registration statement, any preliminary, final or supplemental prospectus contained therein, or any amendment or supplement, if such untrue statement or alleged untrue statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to Nasdaq through an instrument duly executed by such seller or underwriter specifically stating that it is for use in the preparation of such registration statement, preliminary, final or supplemental prospectus or amendment or supplement, or a document incorporated by reference into any of the foregoing.  Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of Nasdaq or any of the prospective sellers, or any of their respective affiliates, directors, officers or controlling Persons and shall survive the transfer of such securities by such seller.  In no event shall the liability of any selling Holder of Registrable Securities hereunder be greater in amount than the dollar amount of the gross proceeds after underwriting discounts and commissions, but before expenses, received by such Holder upon the sale of the Registrable Securities giving rise to such indemnification obligation.

4.3                               Notices of Claims, Etc.  Promptly after receipt by an Indemnified Party hereunder of written notice of the commencement of any Action with respect to which a claim for indemnification may be made pursuant to this Article IV, such Indemnified Party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such Action; provided that the failure of the Indemnified Party to give notice as provided herein (i) shall not relieve the indemnifying party of its obligations under this Article IV, except to the extent that the indemnifying party is materially prejudiced by such failure to give notice, and (ii) shall not, in any event, relieve the indemnifying party from any obligations which it may have to any Indemnified Party other than the indemnification obligation

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provided in Sections 4.1 and 4.2.  In case any such Action is brought against an Indemnified Party, unless in such Indemnified Party’s reasonable judgment a conflict of interest between such Indemnified Party and indemnifying parties may exist in respect of such Action, the indemnifying party will be entitled to participate in and to assume the defense thereof (at its expense), jointly with any other indemnifying party similarly notified to the extent that it may wish, with counsel reasonably satisfactory to such Indemnified Party, and after notice from the indemnifying party to such Indemnified Party of its election so to assume the defense thereof, the indemnifying party will not be liable to such Indemnified Party for any legal or other expenses subsequently incurred by the latter in connection with the defense thereof other than reasonable costs of investigation.  No indemnifying party will consent to entry of any judgment or settle any Action which (i) does not include, as an unconditional term thereof, the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect of such Action and (ii) does not involve the imposition of equitable remedies or of any obligations on such Indemnified Party and does not otherwise adversely affect such Indemnified Party, other than as a result of the imposition of financial obligations for such Indemnified Party will be indemnified hereunder.

4.4                               Contribution.

(a)                                  If the indemnification provided for in this Article IV from the indemnifying party is unavailable to or insufficient to fully hold harmless an Indemnified Party hereunder in respect of any Action, losses, damages, liabilities or expenses referred to herein, then the indemnifying party, in lieu of indemnifying such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such Action, losses, damages, liabilities or expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and such Indemnified Party in connection with the actions which resulted in such Action losses, damages, liabilities or expenses, as well as any other relevant equitable considerations.  The relative fault of such indemnifying party and such Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, has been made by, or relates to information supplied by, such indemnifying party or Indemnified Parties, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action.  The amount paid or payable by a party under this Section 4.4 as a result of the Action, losses, damages, liabilities and expenses referred to above shall be deemed to include any legal or other fees or expenses reasonably incurred by such party in connection with any investigation or proceeding.

(b)                                 The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in Section 4.4(a) hereof.  No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.

4.5                               Other Indemnification.  Indemnification similar to that specified in the preceding provisions of this Article IV (with appropriate modifications) shall be given by Nasdaq and each seller of Registrable Securities with respect to any required registration or other

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qualification of securities under any federal or state law or regulation or governmental authority other than the Securities Act.

4.6                               Non-Exclusivity.  The obligations of the Parties under this Article IV shall be in addition to any liability which any Party may otherwise have to any other Party.

ARTICLE V
RULE 144

5.1                               Rule 144.  Nasdaq covenants that it will file the reports required to be filed by it under the Securities Act and the Exchange Act (or, if Nasdaq is not required to file such reports, it will, upon the request of any Holder, make publicly available such information), and it will take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell Registrable Securities without registration under the Securities Act within the limitation of the exemptions provided by (i) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (ii) any similar rule or regulation hereafter adopted by the SEC.  Upon the request of any Holder of Registrable Securities, Nasdaq will deliver to such Holder a written statement as to whether it has complied with such requirements.