Finance Committee Charter

As authorized by The NASDAQ OMX Group, Inc. (NASDAQ OMX) By-Laws, the NASDAQ OMX Board hereby establishes a NASDAQ OMX Finance Committee to advise the NASDAQ OMX Board with respect to the oversight of the financial operations and conditions of NASDAQ OMX, including recommendations for NASDAQ OMX's annual operating and capital budgets. Without limiting the generality of the foregoing, the NASDAQ OMX Finance Committee shall have the following powers and responsibilities:

• Provide the NASDAQ OMX Board with advice with respect to its oversight of financial operations and conditions (e.g., capital position, tax structure) of NASDAQ OMX.
• Review and make recommendations to the NASDAQ OMX Board regarding the annual operating and capital budgets, including material modifications thereto.
• Review and make recommendations to the NASDAQ OMX Board on the quarterly financial results in advance of the earnings release.
• Periodically review the NASDAQ OMX Financial Policy including the signatory authority policy.
• Review and make recommendations to the NASDAQ OMX Board regarding dividends and stock repurchases.
• Review and advise the NASDAQ OMX Board regarding proposed changes in the rates and fees charged by NASDAQ OMX.
• Review the performance of NASDAQ OMX's investments and periodically propose changes to the NASDAQ OMX Board, as appropriate, in the investment and cash management policies of NASDAQ OMX.
• Review and advise the NASDAQ OMX Board with respect to the incurrence of debt in the form of loans, notes, lines of credit, or capital leases as required by NASDAQ OMX.
• Review the performance of the investments held in trust for the NASDAQ OMX Employee Retirement Plan and Employee Savings Plus Plan and advise the Board on changes in investment managers.

A minimum of three members of the NASDAQ OMX Board.