SECOND AMENDMENT TO
EWN II AGREEMENT
THIS SECOND AMENDMENT TO EWN II AGREEMENT (hereinafter referred to as the
“Amendment”) by and between MCI WORLDCOM Communications, Inc. (“WorldCom”) and The Nasdaq
Stock Market, Inc. (“Nasdaq”), is binding when signed by Nasdaq, provided it is subsequently accepted by
WorldCom. The rates, charges, discounts and commitments set forth herein are effective no later than June 1,
2002 (“Second Amendment Effective Date”).
WHEREAS, heretofore, Nasdaq and WorldCom’s predecessor in interest entered into that certain
EWN II Agreement dated as of November 19, 1997, as amended by that certain First Amendment to EWN II
Agreement signed by Nasdaq on January 5, 2001 (the “Agreement”), with respect to certain services to be
provided to Nasdaq by WorldCom, as more particularly described therein; and
WHEREAS, Nasdaq and WorldCom wish to amend the Agreement as set forth herein;
NOW, THEREFORE, in consideration of the premises, the terms and conditions stated herein, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto
hereby agree as follows:
1. Definitions. All capitalized terms used herein and not expressly defined herein shall have the
respective meanings given to such terms in the Agreement. All references in the Agreement to the defined term
“MCI” shall be deemed amended to read “WorldCom” and refer to MCI WORLDCOM Communications, Inc.
2. Removal of Achievement Credits . The Agreement is hereby amended in Section 3.1 by
deleting the second and third sentences therein in their entirety.
3. Revenue Commitment . The Agreement is amended in Section 3.3 by deleting the existing
provision in its entirety and inserting the following in lieu thereof:
“ 3.3. Revenue Commitment. The minimum revenue commitment under this Agreement shall be
**** * , net of all applicable federal, state and