THE NASDAQ OMX GROUP, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN

1.1

Effective Date . The Plan was established effective as of November 1, 2003, by the Nasdaq Stock Market, Inc. (now known as The NASDAQ OMX Group, Inc.). Effective as of December 31, 2008, the Plan is hereby amended and restated in its entirety, on the terms and conditions hereinafter stated, so as to comply with the deferred compensation requirements of Section 409A of the Internal Revenue Code (the “Code”). The Plan, as so amended and restated, shall apply solely with respect to “Participants” (as hereafter defined) who have not received (or have not yet started to receive, as the case may be) benefits under the Plan prior to January 1, 2009 and their “Beneficiaries” (as also hereafter defined). The rights, if any, of any person whose status as an employee of an Employer has terminated prior to January 1, 2009 shall be determined pursuant to the Plan as in effect on the date such employee terminated, unless a subsequently adopted provision of the Plan is made specifically applicable to such person.

1.2

Purpose . The purpose of the Plan is to attract, retain and encourage the productive efforts of a select group of senior executives who render valuable services to an Employer that constitute an important contribution toward the Company’s continued growth and success by providing supplemental retirement income to such designated executives and their beneficiaries.

1.3

Scope . The Plan is intended to be (and shall be construed and administered as) an “employee pension benefit plan” under the provisions of the Employee Retirement Income Security Act of 1974, as defined (“ERISA”), which is funded and maintained by the Company to provide retirement benefits to a select group of management or highly compensated employees as such group is described under Sections 201(2), 30l(a)(3), and 40l(a)(1) of ERISA.

1.4

Source of Funds . The obligation of the Company to make payments under the Plan constitutes nothing more than an unsecured promise of the Company to make such payments; any property of an Employer that may be set aside for the payment of benefits under the Plan shall, in the event of the Company’s or an Employer’s bankruptcy or insolvency, remain subject to the claims of the Company’s and an Employer’s general creditors until such property is distributed in accordance with Articles VI and VII (Supplemental Retirement Benefits) and/or Article VIII (Death Benefits) hereof.

2.1

Definitions . Wherever used in the Plan, the following words and phrases shall have the meanings set forth below unless the context plainly requires a different meaning:

(a)

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

(b)

“Accrued Benefit” means a benefit which, if expressed as a single life annuity (payable monthly) commencing as of the Participant’s Normal Retirement Date, is an amount determined as follows:

(i)

Executive Participants . In the case of an Executive Participant, the Accrued Benefit shall be a monthly amount equal to sixty percent (60%) of his or her Career Average Compensation, multiplied by a fraction, the numerator of which is the Participant’s number of days of Service, and the denominator of which is three thousand six hundred and fifty (3,650). If the fraction provided in the prior sentence shall be greater than one (1), the fraction shall be deemed to equal one (1). Accordingly, each Executive Participant’s Accrued Benefit shall accrue at a rate of six percent (6%) per year of Service.

(ii)

Senior Participants . In the case of a Senior Participant, the Accrued Benefit shall be a monthly amount equal to the excess of sixty percent (60%) of his or her Career Average Compensation, multiplied by a fraction, the numerator of which is the Participant’s number of days of Service, and the denominator of which is five thousand four hundred and seventy-five (5,475) and, after such multiplication, reduced by his or her Primary Social Security Benefit. If the fraction provided in the prior sentence shall be greater than one (1), the fraction shall be deemed to equal one (1). Accordingly, each Senior Participant’s Accrued Benefit shall accrue at a rate of four percent (4%) per year of Service.

(c)

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

(d)

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

death.

(e)

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

(f)

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

(g)

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

(h)

“Company” means The NASDAQ OMX Group, Inc. (formerly known as the Nasdaq Stock Market, Inc.), and any successor thereto.

(i)

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

(j)

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

(k)

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

(l)

“Disability Period” means the period that commences with the date as of which the Participant becomes a Disabled Participant and ceases with the earliest of the following dates: (i) the date as of which the Participant would cease to receive disability benefits under an Employer’s long-term disability program, if such Participant were covered by such program; (ii) the date as of which the Participant ceases to have a disability within the meaning of an Employer’s long-term disability program or within the meaning of such term as set forth in an employment agreement entered into by and between the Participant and an Employer; (iii) the date as of which the Participant is considered by the SERP Committee to have refused to furnish proof that he or she continues to have a disability within the meaning of an Employer’s long-term disability program; and (iv) the death of the Participant

(m)

“Employer” means the Company and any other entity which adopts the Plan for the benefit of a select group of its management or highly compensated employees in accordance with Section 11.12 hereof.

(n)

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

(o)

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

(p)

“Grandfathered Accrued Benefit” means, in the case of any given Participant, an amount equal to what the Participant’s Accrued Benefit would have been had such person terminated employment with the Company on December 31, 2004.

(q)

“Grandfathered Benefit Ratio” means, in the case of any given Participant, an amount equal to:

(i)

such Participant’s monthly benefit amount determined under Section 6.3, divided by,

(ii)

the excess of (A) such Participant’s Accrued Benefit over (B) such Participant’s Pension Plan Accrued Benefit.

(r)

“Grandfathered Pension Plan Accrued Benefit” means, in the case of any given Participant, an amount equal to what the Participant’s Pension Plan Accrued Benefit would have been (and determined without regard to any vesting requirements under the Pension Plan) had such Participant terminated employment with the Company on December 31, 2004.

(s)

“Incentive Compensation” means the annual payment earned by a Participant under The NASDAQ OMX Group, Inc. Corporate Incentive Plan (formerly known as the Nasdaq Stock Market, Inc. Corporate Incentive Plan) or the Executive Corporate Incentive Plan or any successor bonus plan or arrangement maintained or sponsored by an Employer.

(t)

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

(u)

“Non-Grandfathered Accrued Benefit” means, in the case of any given Participant, an amount, expressed as a single life annuity (payable monthly) commencing at his or her Normal Retirement Date, equal to the excess of:

(i)

such person’s Accrued Benefit, over

(ii)

such person’s Grandfathered Accrued Benefit.

(v)

“Non-Grandfathered Benefit Ratio” means, in the case of any given Participant, an amount equal to:

(i)

such Participant’s monthly benefit amount determined under Section 7.3, divided by,

(ii)

the excess of (A) such Participant’s Accrued Benefit over (B) such Participant’s Pension Plan Accrued Benefit.

(w)

“Non-Grandfathered Pension Plan Accrued Benefit” means, in the case of any given Participant, a benefit expressed as a single life annuity (payable monthly) commencing at his or her Normal Retirement Date (and without regard to the date on which such Participant actually commences to receive (or receives, as the case may be) his or her benefit under the Pension Plan), equal to the excess of:

(i)

such person’s Pension Plan Accrued Benefit, over

(ii)

his or her Grandfathered Pension Plan Accrued Benefit.

(x)

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

(y)

“Normal Retirement Date” means the later (a) of the first day of the month next following the month in which a Participant attains Normal Retirement Age or (b) the first day of the month next following the month in which occurs the Participant’s Termination of Employment.

(z)

“Participant” means an employee of an Employer who has been designated as a Participant by the Management Compensation Committee pursuant to Section 4.2 hereof and continues to be entitled to benefits under the Plan.

(aa)

“Pension Plan” means the NASDAQ Pension Plan as, except as otherwise provided to the contrary in the Plan, from time to time in effect.

(bb)

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

(cc)

“Pension Plan Benefit Commencement Date” means the date a Participant begins to receive payment (or receives payment, as the case may be) of his or her retirement benefit from the Pension Plan.

(dd)

“Plan” means The NASDAQ OMX Group, Inc. Supplemental Executive Retirement