<Page>
CERTIFICATE OF DESIGNATIONS,
PREFERENCES AND RIGHTS
OF
SERIES B PREFERRED STOCK
OF
THE NASDAQ STOCK MARKET, INC.
Pursuant to Section 151 of the
Delaware General Corporation Law
The Nasdaq Stock Market, Inc., a Delaware corporation (the
"Corporation"), certifies that pursuant to the authority contained in its
Restated Certificate of Incorporation (the "Certificate of Incorporation") and
in accordance with the provisions of Section 151 of the General Corporation Law
of the State of Delaware, the Board of Directors of the Corporation (the "Board
of Directors"), acting by unanimous written consent, adopted the following
resolution, which resolution remains in full force and effect as of the date
hereof:
DOES HEREBY CERTIFY THAT:
RESOLVED, that there is hereby established a series of authorized
preferred stock consisting of one share, which series shall have the following
powers, designations, preferences and relative, participating, optional or other
rights, and the following qualifications, limitations and restrictions (in
addition to any powers, designations, preferences and relative, participating,
optional or other rights, and any qualifications, limitations and restrictions,
set forth in the Certificate of Incorporation):
SECTION 1. DESIGNATION AND AMOUNT. The series of preferred stock
created hereby shall be designated "Series B Preferred Stock," par value
$.01 per share (hereinafter called the "Series B Preferred Stock") and the
number of shares constituting such series shall be one.
SECTION 2. DIVIDENDS. The holder of the Series B Preferred Stock shall
not be entitled to receive dividends.
SECTION 3. PREFERENCE ON LIQUIDATION.
(a) In the event of the Liquidation (as defined below) of the
Corporation, the holder of the Series B Preferred Stock shall be entitled
to have paid to it out of the assets of the Corporation available for
distribution to stockholders before any distribution is made to or set
apart for the holders of
<Page>
shares of the Corporation's Common Stock, par value $.01 per share (the
"Common Stock"), or other Junior Securities (as defined below), an amount
in cash equal to $1.00 per share (the "Series B Preferred Stock Liquidation
Preference").
(b) In the event of a Liquidation, the Corporation shall give,
by certified mail, return receipt requested, postage prepaid, addressed to
the holder of the share of Series B Preferred Stock at the address of such
holder as shown on the books of the Corporation, at least 20 days prior
written notice of the date on which the books of the Corporation shall
close or a record shall be taken for determining rights to vote in respect
of any such Liquidation and of the date when the same shall take place.
(c) As used in this Certificate of Designations, the term
"Junior Securities" means any class or series of stock or equity securities
of the Corporation that by its terms is junior to the Series B Preferred
Stock as to the distribution of assets upon Liquidation.
(d) As used in this Certificate of Designations, the term
"Liquidation" shall be deemed to include any liquidation, dissolution or
winding up of the Corporation, whether voluntary or involuntary. For the
avoidance of doubt, "Liquidation" shall not be deemed to include (i) a
consolidation or merger of the Corporation into or with any other entity or
entities, (ii) a transaction or series of related transactions that results
in the transfer of more than 50% of the voting power of the Corporation and
(iii) unless in connection with a plan of liquidation, dissolution or
winding up of the Corporation, the sale, lease, abandonment, transfer or
other disposition by the Corporation of all or substantially all its
assets.
SECTION 4. VOTING. The holder of the share of Series B Preferred
Stock shall have the following voting rights:
(a) The holder of the share of Series B Preferred Stock shall
be entitled to vote on all matters submitted to a vote of the stockholders
of the Corporation, voting together with the holders of the Common Stock
(and of any other shares of capital stock of the Corporation entitled to
vote at a meeting of stockholders) as one class, except in cases where a
separate or additional vote or consent of the holders of any class or
series of capital stock or other equity securities of the Corporation shall
be required by the Certificate of Incorporation, including, without
limitation, Section 4(c) hereof, or by applicable law, in which case the
requirement for any such separate or
2
<Page>
additional vote or consent shall apply in addition to the single class vote
or consent otherwise required by this paragraph.
(b) As of each record date for the determination of the
Corporation's stockholders entitled to vote on any matter (a "Record
Date"), the share of Series B Preferred Stock shall have voting rights and
powers equal to the number of votes that, together with all other votes
entitled to be cast by the holder of the share of Series B Preferred Stock
on such Record Date, whether by virtue of beneficial ownership of capital
stock of the Corporation, proxies, voting trusts or otherwise, entitle the
holder of the share of Series B Preferred Stock to exercise one vote more
than one-half of all votes entitled to be cast as of such Record Date by
all holders of capital stock of the Corporation.
(c) Without the written consent of the holder of the share of
Series B Preferred Stock at a meeting of the holder of the Series B
Preferred Stock called for such purpose, the Corporation will not amend,
alter or repeal any provision of the Certificate of Incorporation (by
merger or otherwise) so as to adversely affect the preferences, rights or
powers of the Series B Preferred Stock.
(d) Upon the Corporation becoming registered with the U.S.
Securities and Exchange Commission as a national securities exchange
("Exchange Registration"), the rights of the holder of the Series B
Preferred Stock pursuant to this Section 4 shall immediately terminate and
the holder of the Series B Preferred Stock shall thereafter have no voting
rights, except as otherwise required by applicable law.
SECTION 5. REDEMPTION.
(a) Upon Exchange Registration, to the extent the Corporation
shall have funds legally available for such payment, the Corporation shall
promptly redeem the share of Series B Preferred Stock at a redemption price
per share in cash equal to the Series B Preferred Stock Liquidation
Preference (the "Redemption Price").
(b) If the Corporation shall redeem the share of Series B
Preferred Stock pursuant to this Section 5, notice of such redemption shall
be given by certified mail, return receipt requested, postage prepaid,
mailed not less than two days nor more than 45 days prior to the redemption
date, to the holder of record of the share to be redeemed at such holder's
address as the
3
<Page>
same appears on the stock books of the transfer agent for the Corporation
(the "Transfer Agent"). Any notice that was mailed in the manner herein
provided shall be conclusively presumed to have been duly given on the date
mailed whether or not the holder receives the notice. Each such notice
shall state: (i) the redemption date; and (ii) the place or places where
the certificate for such share is to be surrendered for payment of the
Redemption Price.
(c) Upon surrender in accordance with notice given pursuant to
this Section 5 of the certificate for the share of Series B Preferred Stock
(properly endorsed or assigned for transfer, if the Board of Directors of
the Corporation shall so require and the notice shall so state), such share
shall be redeemed by the Corporation at the Redemption Price.
(d) If notice has been mailed as aforesaid, from and after the
redemption date (unless default shall be made by the Corporation in
providing for the payment of the Redemption Price of the shares called for
redemption), (i) said share shall no longer be deemed to be outstanding,
and (iii) all rights of the holder thereof as holder of the Series B
Preferred Stock shall cease (except the right to receive from the
Corporation the Redemption Price without interest thereon, upon surrender
and endorsement of its certificates if so required).
SECTION 6. MERGER OR CONSOLIDATION. In the event of a merger or
consolidation of the Corporation with or into any person pursuant to which
the corporation shall not be the continuing person, the Series B Preferred
Stock shall be converted into or exchanged for and shall become a preferred
share of such successor or resulting company or, at the Corporation's sole
discretion, the parent of such successor or resulting company, having in
respect of such successor or resulting company or parent of such successor
or resulting company, substantially the same powers, preferences and
relative participating, optional or other special rights, and the
qualifications, limitations or restrictions thereon, that the Series B
Preferred Stock had immediately prior to such transaction and with any
additional preferences, rights or powers as may be determined by the
Corporation that would not adversely affect the preferences, rights or
powers of the Series B Preferred Stock. For purposes of this Section 6,
"person" means any natural person, corporation, general or limited
partnership, limited liability company, joint venture, trust, association
or entity of any kind.
SECTION 7. LIMITATION AND RIGHTS UPON INSOLVENCY. Notwithstanding any
other provision of this Certificate of Designations, the Corporation
4
<Page>
shall not be required to pay any amount in respect to any redemption of the
Series B Preferred Stock at a time when immediately after making such
payment the Corporation is or would be rendered insolvent (as defined by
applicable law), provided that the obligation of the Corporation to make
any such payment shall not be extinguished in the event the foregoing
limitation applies.
SECTION 8. SHARE TO BE RETIRED. When the share of Series B Preferred
Stock is redeemed, exchanged or otherwise acquired by the Corporation, it
shall be retired and canceled and shall upon cancellation be restored to
the status of authorized but unissued shares of preferred stock, subject to
reissuance by the Board of Directors as Series B Preferred Stock or as
shares of preferred stock of one or more other series.
SECTION 9. RECORD HOLDERS. The Corporation and the Transfer Agent, if
any, may deem and treat the record holder of the share of Series B
Preferred Stock as the true and lawful owner thereof for all purposes, and
neither the Corporation nor the Transfer Agent, if any, shall be affected
by any notice to the contrary.
SECTION 10. TRANSFER RESTRICTIONS. The holder of Series B Preferred
Stock may not effect any offer, sale, pledge, transfer or other disposition
or distribution (or enter into any agreement with respect to any of the
foregoing) of the share of Series B Preferred Stock.
SECTION 11. LEGENDS. The certificate representing the share of Series
B Preferred Stock shall bear the following legend:
THE SHARE OF SERIES B PREFERRED STOCK, PAR VALUE $.01 PER SHARE, OF
THE NASDAQ STOCK MARKET, INC. REPRESENTED BY THIS CERTIFICATE MAY NOT
BE OFFERED, SOLD OR TRANSFERRED BY THE HOLDER HEREOF.
SECTION 12. NOTICES. Except as may otherwise be provided for herein,
all notices referred to herein shall be in writing, and all notices
hereunder shall be deemed to have been given upon the earlier of (a)
receipt of such notice, (b) three Business Days (as defined below) after
the mailing of such notice if sent by registered mail (unless first-class
mail shall be specifically permitted for such notice under the terms
hereof) or (c) the Business Day following the date such notice was sent by
overnight courier, in any case with postage or delivery charges prepaid,
addressed: if to the Corporation, to
5
<Page>
its offices at One Liberty Plaza, New York, New York 10006, Attention:
General Counsel, or to an agent of the Corporation designated as permitted
by the Certificate of Incorporation, or, if to the holder of the Series B
Preferred Stock, to such holder at the address of such holder of the Series
B Preferred Stock as listed in the stock record books of the Corporation,
or as the holder shall have designated by written notice similarly given by
the holder and received by the Corporation. "Business Day" shall mean any
day other than a Saturday, Sunday or a day on which state or federally
chartered banking institutions in New York, New York are not required to be
open.
SECTION 13. OTHER RIGHTS. Other than as may be prescribed by law, the
holders of the Series B Preferred Stock shall not have any other voting
rights, conversion rights, preferences or special rights.
6
<Page>
IN WITNESS WHEREOF, the undersigned has caused this Certificate of
Designations to be executed this 8th day of March, 2002.
THE NASDAQ STOCK MARKET, INC.
By: /s/ David P. Warren
-------------------------------------------
Name: David P. Warren
Title: Executive Vice President and
Chief Financial Officer