THE NASDAQ STOCK MARKET, INC.

PERFORMANCE SHARE UNIT AGREEMENT

This PERFORMANCE SHARE UNIT AGREEMENT (this ?Agreement?) between The Nasdaq Stock Market, Inc., a Delaware corporation (the ?Company?), and Robert Greifeld (the ?Grantee?) memorializes: (i) the grant of performance share units previously made to the Grantee pursuant to the terms of that certain Amended and Restated Employment Agreement by and between the Company and the Grantee, effective as of January 1, 2007 (the ?Employment Agreement?) and (ii) the approval by the Management Compensation Committee of the Board of Directors of the Company (the ?Committee?) on March 30, 2007 of the performance goal with respect to such performance share units.

RECITALS:

The Company has adopted The Nasdaq Stock Market, Inc. Equity Incentive Plan (the ?Plan?), which Plan is incorporated herein by reference and made a part of this Agreement. The Plan in relevant part provides for the issuance of stock-based awards that are subject to the attainment of performance goals as established by the Committee.

The Committee has determined that it is in the best interests of the Company and its stockholders to grant the performance share units provided for herein to the Grantee pursuant to the Plan and under the terms set forth herein as an increased incentive for the Grantee to contribute to the Company?s future success and prosperity.

Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan or the Employment Agreement, as the case may be.

NOW, THEREFORE, in consideration of the mutual covenants hereinafter set forth, the parties hereto agree as follows:

1. Grant of Performance-Based Award. The Company hereby grants to the Grantee 80,000 performance share units (the ?Performance Share Units?), which Performance Share Units shall entitle the Grantee to receive up to 120,000 Shares (or a lesser number of Shares, or no Shares whatsoever), all in accordance with the terms and conditions set forth herein. Shares corresponding to the Performance Share Units granted herein are in all events to be delivered to the Grantee only after the Grantee has become vested in the Performance Share Units pursuant to Section 4, below.

2. Performance Period. For purposes of this Agreement, the term ?Performance Period? shall be the period commencing on January 1, 2007 and ending on December 31, 2009.

3. Performance Goal. The Performance Goal is set out in Appendix A hereto, which Appendix A is incorporated by reference herein and made a part hereof. Depending upon the extent, if any, to which the Performance Goal has been achieved, and subject to compliance with the requirements of Section 4, each Performance Share Unit shall entitled the Grantee to receive upon completion of the Performance Period between 0 and 1.5 Shares. The Committee shall, as soon as practicable following the last day of the Performance Period, certify (i) the extent,

if any, to which, in accordance with Appendix A, the Performance Goal has been achieved with respect to the Performance Period and (ii) the number of whole and/or partial Shares, if any, which, subject to compliance with the requirements of Section 4, the Grantee shall be entitled to receive with respect to each Performance Share Unit (with such number of whole and/or partial Shares being hereafter referred to as the ?Share Delivery Factor?). Such certification shall be final, conclusive and binding on the Grantee, and on all other persons, to the maximum extent permitted by law.

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