Management Compensation Committee Charter

The NASDAQ OMX Management Compensation Committee ("the Committee") hereby amends and sets forth its powers and responsibilities to determine the development plans and compensation of senior management of NASDAQ OMX.

Without limiting the generality of the foregoing, the Committee shall have the following powers and responsibilities:

• Review annually all Company compensation and benefit programs and recommend to the NASDAQ OMX Board for approval material changes to all compensation and benefit programs for officers and staff of NASDAQ OMX.  Company compensation and benefit programs include: base salaries, annual incentives, long-term incentives, pension and retirement plans, deferred compensation, health & welfare benefits, change-in-control and severance compensation and perquisites.
• Establish a compensation philosophy designed to attract and retain executive talent and motivate executive officers to improve their performance and the financial performance of the Company.  The Committee shall review its compensation philosophy at least annually to ensure that it supports the Company's objectives and shareholders' interests, and that executives are being rewarded in a manner that is consistent with the Company's philosophy.
• Review and recommend to the NASDAQ OMX Board candidates for election as officers of NASDAQ OMX with the rank of executive vice president or above and as "principal officers," as that term is defined in NASDAQ OMX's By-Laws.
• Review and approve employment agreements, severance arrangements and change-in-control agreements for employees with the rank of executive vice president and above.  For the CEO, these items will be referred to the Board for approval.
• Review and approve annually the corporate goals and objectives relevant to the compensation of the Company's Section 16 officers.  In light of these goals and objectives, the Committee shall annually review and approve (i) salary paid to the executive officer, (ii) the extent to which any performance-based annual incentives were earned, (iii) the annual incentive opportunity for executive officers for the next fiscal year, (iv) long-term incentive opportunities for executive officers for upcoming periods, and (v) any other matter relating to the compensation of executive officers that the Committee considers appropriate.  With regards to the Chief Executive Officer and Executive Vice Presidents, the Committee shall review these items and refer them to the Board for approval.
• The Committee shall review and approve the specific base salary and incentive compensation awards for non-Section 16 officers whose base salary is in excess of $350,000 and/or whose total annual compensation, including targeted incentive compensation, exceeds $650,000.
• Review at least annually the succession plan for development, retention, and replacement of Section 16 officers and selected executives of NASDAQ OMX. 
• Review every two years, or when requested, and recommend direct and indirect compensation plans for Board and Committee members of NASDAQ OMX.
• Review and provide feedback on the Compensation Discussion and Analysis and  approve the Management Compensation Committee Report to be included in the NASDAQ OMX proxy statement for the annual stockholders' meeting.
• Review annually the peer group(s) used for benchmarking performance and compensation levels, and the criteria for selection.
• Assess annually compensation policies and programs to monitor risk management and risk-taking incentives, and determine whether programs are reasonably likely to have a material adverse effect on the Company.
• Review annually the Director and Executive Stock Ownership Guidelines and verify compliance there under.
• Administer in accordance with its terms the NASDAQ OMX Equity Incentive Plan, the NASDAQ OMX 2010 Employee Stock Purchase Plan and any similarly established equity plan or arrangement for the benefit of the staff.  The Management Compensation Committee will review and approve all equity awards granted to Section 16 officers of NASDAQ OMX and all other equity awards valued at $100,000 or greater.  Awards of less than $100,000 will be reviewed and approved by the CEO and CFO. Equity awards to the Chief Executive Officer and Executive Vice Presidents will be referred to the full Board for approval upon Committee review. The Committee will review quarterly reports on the distribution of equity awards.
• Annually review the NASDAQ OMX Equity Incentive Plan.

The Committee shall have the authority to retain and terminate, at NASDAQ OMX's expense, an independent compensation consultant or firm, independent counsel and other advisors to assist the Committee in the performance of its responsibilities.  The Committee shall have the authority to approve the fees and retention terms of such advisors and provide oversight of their work.

Four or more voting members of the Board, none of whom shall be officers or employees of NASDAQ OMX. All members of the Committee shall meet the independence standard contained in the Listing Rules of The NASDAQ Stock Market. A majority of the committee members shall be Non-Industry Committee members, as provided for in Article IV. Section 4.13(f) of the NASDAQ OMX By-Laws. The Board shall determine in its discretion whether each member of the Committee shall be a "Non-Employee Director" and an "Outside Director" within the meaning of Section 16 of the Securities Exchange Act of 1934 and Section 162(m) of the Internal Revenue Code of 1986, as amended, respectively.