FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

Exhibit 4.11.1

FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT

THIS FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT (this “Amendment”) is made as of February 19, 2009, among The NASDAQ OMX Group, Inc. (formerly known as The Nasdaq Stock Market, Inc.), a Delaware corporation (together with its successors, “Nasdaq”), Borse Dubai Limited, a company registered in the Dubai International Financial Centre with company number CL0447 (together with its successors and permitted assigns, “Borse Dubai”) and Borse Dubai Nasdaq Share Trust, a Delaware statutory trust, (the “Trust” and, together with Borse Dubai, the “Initial Holders”). Borse Dubai, Nasdaq and the Trustee are sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used herein but not defined herein shall have the meanings given to such terms in the Registration Rights Agreement (as herein defined).

WHEREAS:

NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the Parties hereby agree as follows:

“Finance Party” means an entity selected by Borse Dubai that executes a Nasdaq Share Charge that is a bank, a financial services provider other than a bank, or an agent or trustee of a bank or of a financial services provider, provided that Nasdaq has specifically consented in advance in writing to such an entity executing such Nasdaq Share Charge, and provided further that Nasdaq may not unreasonably withhold or delay its consent in this regard.

The definition of “HSBC” in Section 1.1(a) of the Registration Rights Agreement is hereby deleted in its entirety.

“Nasdaq Share Charge” means any pledge agreement or other security document entered into from time to time between Borse Dubai and any Finance Party over some or

all of its right, title and interest in and to shares of Common Stock that it owns to secure the indebtedness and other obligations of Borse Dubai and/or any of its Subsidiaries, together with any amendments, novations, restatements, and/or other modifications thereto from time to time.

2.7 Rights of Transferee Under A Nasdaq Share Charge. If, subsequent to the filing of any registration statement by Nasdaq pursuant to the terms of this Article II, any Person or Persons shall become a Holder (directly by way of a transfer by Borse Dubai or a Finance Party) in connection with the exercise by a Finance Party of its rights and remedies under a Nasdaq Share Charge, Nasdaq agrees that it shall take all measures necessary either to amend the registration statement (including, if such registration statement has been declared effective and if necessary, by way of a post-effective amendment to such registration statement) or if necessary and applicable, a prospectus supplement, in either case to name any such Holder as a selling shareholder under such registration statement, and any such Holder shall benefit from the rights afforded by Section 2.4 in connection with any such amendment. The undertakings by Nasdaq under this Section 2.7 shall be enforceable and exercisable irrespective of any limitation imposed by Sections 2.1(e)(ii) through (v).

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IN WITNESS WHEREOF, the parties have duly executed this Amendment as of the date first written above.

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