Regulatory Oversight Committee Charter

As authorized by the Board of Directors of The NASDAQ Stock Market LLC ("NASDAQ Exchange"), NASDAQ OMX PHLX LLC ("PHLX Exchange") and NASDAQ OMX BX, Inc. ("BX Exchange"), the Boards hereby establish their Regulatory Oversight Committee with the following responsibilities:

• Oversee the adequacy and effectiveness of the NASDAQ Exchange, PHLX Exchange and BX Exchange regulatory and self-regulatory organization responsibilities;
• Assess the NASDAQ Exchange, PHLX Exchange and BX Exchange regulatory performance;
• Assist the Boards and other committees of the Boards in reviewing the regulatory plan and overall effectiveness of the NASDAQ Exchange, PHLX Exchange and BX Exchange regulatory functions; and
• Any other responsibilities that may be assigned to the Committees by the Boards to ensure the sound fulfillment of the NASDAQ Exchange, PHLX Exchange and BX Exchanges self-regulatory responsibilities.

Specifically, the Regulatory Oversight Committees will:

1. Meet regularly in Executive Session with the Chief Regulatory Officer to report on regulatory issues;
2. Be informed on the compensation of the Chief Regulatory Officer, his promotion or termination, including reasons;
3. Meet in Executive Session with any regulatory employee of the NASDAQ Exchange, PHLX Exchange, and/or BX Exchange who believes that he or she is being prevented from discharging his or her regulatory responsibilities;
4. Annually review the Regulatory Budget and specifically inquire into the adequacy of resources available in the budget for regulatory activities;
5. Receive reports on a regular basis from Internal Audit on the findings of reviews of the discharge of NASDAQ Exchange, PHLX Exchange, and BX Exchange regulatory responsibilities.

The Regulatory Oversight Committee shall consist of at least three directors all of whom shall be a Public Director as defined in the By-Laws of the NASDAQ Exchange, PHLX Exchange and BX Exchange, and an "independent director" in accordance with the NASDAQ Listing Standards as defined in NASDAQ Rule 4200.