FIRST AMENDMENT

                                     to

                           VOTING TRUST AGREEMENT

                                   among

                       THE NASDAQ STOCK MARKET, INC.,


              NATIONAL ASSOCIATION OF SECURITIES DEALERS, INC.

                                    and

                  THE BANK OF NEW YORK, AS VOTING TRUSTEE






                        Dated as of January 18, 2001





        FIRST AMENDMENT, made as of this 18 day of January, 2001 (the
"First Amendment") to the Voting Trust Agreement, dated June 28, 2000 (as
so amended, the "Voting Trust Agreement"), by and among The Nasdaq Stock
Market, Inc., a Delaware corporation, the National Association of
Securities Dealers, Inc., a Delaware non-stock corporation (the "NASD"),
and The Bank of New York, a New York banking corporation, as Voting Trustee
(the "Voting Trustee").

        WHEREAS, in accordance with the Warrant Agreement, dated as of June
28, 2000 (the "Original Warrant Agreement"), by and among the NASD, The
Bank of New York, as the warrant agent, and the Voting Trustee, certain
persons acquired warrants (the "Phase I Warrants") to purchase an aggregate
of 25,660,196 shares of the Company's common stock, par value $.01 per
share (the "Common Stock"), owned and held by the NASD (such shares
initially underlying the Phase I Warrants being hereinafter referred to as
the "Phase I Shares") in the first phase ("Phase I") of a private placement
transaction;

        WHEREAS, in accordance with the Amended and Restated Warrant
Agreement, dated as of January 18, 2001 (the "Amended and Restated Warrant
Agreement"), by and among the NASD, The Bank of New York, as the warrant
agent, and the Voting Trustee, certain persons acquired warrants (the
"Phase II Warrants") to purchase an aggregate of 17,569,380 shares of
Common Stock, owned and held by the NASD (such shares initially underlying
the Phase II Warrants being hereinafter referred to as the " Phase II
Shares") in the second phase ("Phase II") of a private placement
transaction;

        WHEREAS, on June 28, 2000, pursuant to the provisions of the Voting
Trust Agreement and the Original Warrant Agreement, all the Phase I Shares
were deposited with and transferred to the Voting Trustee by the NASD to be
held in accordance with the provisions of the Voting Trust Agreement;

        WHEREAS, pursuant to the provisions of the Voting Trust Agreement
and the Amended and Restated Warrant Agreement, upon the execution hereof,
all the Phase II Shares will be deposited with and transferred to the
Voting Trustee by the NASD to be held in accordance with the provisions of
the Voting Trust Agreement;

        WHEREAS, the parties to the Voting Trust Agreement desire to amend
the Voting Trust Agreement in the manner set forth below.

        NOW, THEREFORE, the parties hereto agree as follows:

        1. SECTION 2(A).

        Section 2(a) of the Voting Trust Agreement is hereby amended and
supplemented to add the following to the end thereof:

        "On the closing date of Phase II, the NASD shall transfer and
        deliver to the Voting Trustee, to be held by it pursuant to the
        provisions of the Voting Trust Agreement, the certificate or
        certificates representing the Phase II Shares, as applicable, duly
        endorsed in blank and accompanied by proper instruments of
        assignment and transfer as the Voting Trustee may request duly
        executed in blank. After the filing of a copy of this First
        Amendment in the registered office of the Company in the State of
        Delaware as provided in Section 1 of the Voting Trust Agreement,
        each certificate representing the Phase II Shares so transferred to
        the Voting Trustee shall be surrendered to the Company and
        cancelled, and new certificates therefor shall be issued to, and in
        the name of, the Voting Trustee or a nominee of the Voting Trustee.
        Such certificates shall contain a legend stating that they have
        been issued pursuant to the Voting Trust Agreement and that fact
        shall be noted in the stock ledger of the Company as required by
        Section 218 of the DGCL."

        2. DEFINITIONS.

        All references to "Shares" in the Voting Trust Agreement shall mean
collectively the Phase I Shares and the Phase II Shares.

        All references to "Warrants" in the Voting Trust Agreement shall
mean collectively the Phase I Warrants and the Phase II Warrants.

        3. COUNTERPARTS.

        This First Amendment may be executed by each of the parties hereto
in any number of counterparts, each of which counterpart, when so executed
and delivered, shall be deemed to be an original and all such counterparts
shall together constitute one and the same agreement.

        4. GOVERNING LAW.

        This First Amendment shall be interpreted, construed, enforced and
administered in accordance with the internal substantive laws (and not the
choice of law rules) of the State of Delaware.

        IN WITNESS WHEREOF, each of the parties has caused this First
Amendment to be executed by a duly authorized officer as of the day and
year first written above.

                                    THE NASDAQ STOCK MARKET, INC.


                                    By:
                                       ------------------------------------
                                       Name:
                                       Title:


                                    NATIONAL ASSOCIATION OF
                                    SECURITIES DEALERS, INC.


                                    By:
                                        -----------------------------------
                                        Name:
                                        Title:


                                    THE BANK OF NEW YORK, AS
                                    VOTING TRUSTEE


                                    By:
                                       -------------------------------------
                                       Name:
                                       Title: