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     SECURED TERM LOAN AGREEMENT dated as of April 22, 2005 (this ?Agreement?), among NORWAY HOLDINGS SPV, LLC, a Delaware limited liability company (?Holdings?), NORWAY ACQUISITION SPV, LLC, a Delaware limited liability company (the ?Borrower?), the LENDERS (as defined in Article I), and JPMORGAN CHASE BANK, N.A., a national banking association (?JPMCB?), as administrative agent (in such capacity, the ?Administrative Agent?) for the Lenders.

          Pursuant to (i) an Agreement and Plan of Merger (the ?Merger Agreement?) dated as of the date hereof among The Nasdaq Stock Market, Inc., a Delaware corporation (the ?Guarantor?), Norway Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of the Guarantor (?Merger Sub?), and Instinet Group Incorporated, a Delaware corporation (the ?Seller?), Merger Sub will merge with and into the Seller, with the Seller surviving such merger as a wholly owned subsidiary of the Guarantor (the ?Acquisition?) and (ii) a Transaction Agreement (the ?VAB Transaction Agreement?) dated the date hereof among the Guarantor, Merger Sub and Iceland Acquisition Corp., a Delaware corporation (?VAB Acquisition Sub?) all the capital stock of which is owned by affiliates of Silver Lake Partners (?SLP?), the Guarantor will, immediately upon completion of the Acquisition, sell the assets, liabilities and capital stock of the subsidiaries of the Seller that comprise its VAB business to VAB Acquisition Sub.

          In order to obtain a portion of the financing for the Acquisition, the Guarantor will issue on the Effective Date (such term, and each other capitalized term used and not defined in this preamble, shall have the meaning assigned thereto in Article I) $205,000,000 aggregate principal amount of newly issued Convertible Notes, together with the Warrants, to the Borrower for an aggregate purchase price of $205,000,000 in cash. The Borrower has requested the Lenders to extend credit, subject to the terms and conditions herein, in the form of the Loans on the Effective Date, the proceeds of which will be deposited by the Administrative Agent directly in the Blocked Account in satisfaction of the Borrower?s obligations to pay the purchase price of the Convertible Notes and the Warrants. The Loans shall be (a) secured by the Convertible Notes and the Warrants and (b) guaranteed by (i) the Guarantor, which guarantee shall be secured by the cash deposited in the Blocked Account, which shall include the proceeds from the sale of the Convertible Notes and the Warrants and the Additional Amounts, and (ii) Holdings, which guarantee shall be secured by all of the issued and outstanding equity interests of the Borrower (the ?Borrower Equity?).

          In connection with the foregoing, Holdings has obtained the Sponsor Commitment Letter pursuant to which the Sponsors commit to provide to Holdings, and Holdings commits to provide to the Borrower, a cash contribution in an amount of not less than $205,000,000 upon the consummation of the Acquisition. In the event the Acquisition shall not have been consummated on or prior to the Maturity Date, the Convertible Notes shall be redeemed by the Guarantor at the adjusted issue price thereof plus accrued interest.

          The Lenders are willing to extend the Loans to the Borrower on the terms and subject to the conditions set forth herein. Accordingly, the parties hereto agree as follows:
 

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