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Thursday 01 February, 2007

NASDAQ Stock Market

Intentions Regarding The LSE

NASDAQ Stock Market, Inc. (The)
01 February 2007



                             FOR IMMEDIATE RELEASE


  THIS ANNOUNCEMENT IS NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION IN OR INTO
                              AUSTRALIA OR CANADA

                               FINAL CASH OFFERS*

                                       BY

                        NIGHTINGALE ACQUISITION LIMITED

          (A WHOLLY OWNED SUBSIDIARY OF THE NASDAQ STOCK MARKET, INC.)

            FOR THE ENTIRE ISSUED AND TO BE ISSUED SHARE CAPITAL OF

                        LONDON STOCK EXCHANGE GROUP PLC


                            INTENTIONS REGARDING LSE


The Board of The Nasdaq Stock Market, Inc. ('NASDAQ') wishes to confirm that it
has no current intention to support any EGM seeking to replace LSE management if
its offer for LSE lapses. If in NASDAQ's opinion circumstances change, and it is
necessary to protect our investment, NASDAQ reserves the right to support any
EGM or take any other action.

NASDAQ also confirms the statements made in the first response document dated 8
January 2007, namely that it has a range of options to consider in the event
that its bid lapses. Its options include continuing to hold or sell its stake in
LSE, but no decision has yet been taken with regards to such options. NASDAQ has
made no statements which should be construed as favouring one option over
another, as indicating that it does or does not intend to make a future offer
for LSE or as fettering its future decisions in any way.

Save as defined above, capitalised terms used in this announcement have the same
meaning as in the Offer Document dated 12 December 2006, the First Response
Document dated 8 January 2007 and the Second Response Document dated 23 January
2007.

* The Final Offers will not be revised except that NAL reserves the right to
revise the Final Offers if a firm intention to make a competing offer for LSE is
announced, whether or not subject to any preconditions.

ENQUIRIES

The Nasdaq Stock Market, Inc.                     Tel:    +1 (212) 401 8714
Bethany Sherman                                           +1 (917) 836 1724

Greenhill & Co. International LLP                 Tel:    +44 (0)20 7198 7400
(lead financial adviser to NASDAQ and NAL)
Simon Borrows
Richard Hoyle

Dresdner Kleinwort Securities Limited             Tel:    +44 (0)20 7623 8000
(broker to NASDAQ and NAL)
Angus Kerr
Alex Reynolds

Gavin Anderson & Company                          Tel:    +44 (0)20 7554 1403 /
(PR adviser to NASDAQ and NAL)                                            1405
Richard Constant


Greenhill & Co. International LLP, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
NASDAQ and NAL and for no-one else in connection with the Final Offers and will
not be responsible to anyone other than NASDAQ and NAL for providing the
protections afforded to clients of Greenhill & Co. International LLP or for
giving advice in relation to the Final Offers.

Dresdner Kleinwort Securities Limited, which is authorised and regulated in the
United Kingdom by the Financial Services Authority, is acting exclusively for
NASDAQ and NAL and for no-one else in connection with the Final Offers and will
not be responsible to anyone other than NASDAQ and NAL for providing the
protections afforded to clients of Dresdner Kleinwort Securities Limited or for
giving advice in relation to the Final Offers.

This announcement does not constitute an offer to sell or an invitation to
purchase any securities or the solicitation of an offer to buy any securities,
pursuant to the Final Offers or otherwise. The Final Offers are being made
solely by the Offer Document and, in respect of shares held in certificated form
(that is, not through CREST), the Forms of Acceptance accompanying the Offer
Document, which contain the full terms and conditions of the Final Offers,
including details of how the Final Offers may be accepted.

Unless otherwise determined by NAL, the Final Offers are not being, and will not
be, made, directly or indirectly, in or into or by the use of the mails of, or
by any means or instrumentality (including, without limitation, facsimile
transmission, telex, telephone or e-mail) of interstate or foreign commerce of,
or by any facilities of a national securities exchange of, Australia or Canada
or any jurisdiction where to do so would violate the laws of that jurisdiction
and will not be capable of acceptance by any such use, means, instrumentality or
facility or from within Australia or Canada or any such jurisdiction.
Accordingly copies of this announcement are not being, and must not be, directly
or indirectly, mailed or otherwise forwarded, distributed or sent in, into or
from Australia or Canada or any such jurisdiction, and persons receiving this
announcement (including, without limitation, custodians, nominees and trustees)
must not mail or otherwise distribute or send it in, into or from such
jurisdiction as doing so may invalidate any purported acceptance of the Final
Offers. Any person (including, without limitation, any custodian, nominee or
trustee) who would, or otherwise intends to, or who may have a contractual or
legal obligation to forward this announcement and/or the Offer Document and/or
any related document to any jurisdiction outside the United Kingdom and the
United States should inform himself of, and observe, any applicable legal or
regulatory requirements of that jurisdiction.

In accordance with the City Code, normal United Kingdom market practice, and
subject to applicable regulatory requirements and pursuant to exemptive relief
granted by the US Securities and Exchange Commission from Rule14e-5 under the US
Securities Exchange Act of 1934, (i) Dresdner Kleinwort Securities Limited and/
or its affiliates will continue to act as connected exempt principal traders in
LSE Shares on the London Stock Exchange and may from time to time make certain
purchases of, or arrangements to purchase, LSE Shares or futures contracts or
indices over LSE Shares outside the United States, other than pursuant to the
Final Offers, before or during the period in which the Final Offers remain open
for acceptance, and (ii) NAL, its affiliates, or their respective nominees or
brokers (acting as agents), may from time to time make certain purchases of, or
arrangements to purchase, LSE Shares outside the United States, other than
pursuant to the Final Offers, before or during the period in which the Final
Offers remain open for acceptance. These purchases may occur either in the open
market at prevailing prices or in private transactions at negotiated prices.
These purchases, or arrangements to purchase, shall comply with applicable rules
in the United Kingdom, including the City Code, the rules of the UK Listing
Authority and the rules of the London Stock Exchange and applicable US
securities laws (except to the extent of any exemptive relief granted by the US
Securities and Exchange Commission from Rule 14e-5). Any information about such
purchases will be disclosed as required in the United Kingdom pursuant to the
City Code and will be available from the Regulatory Information Service of the
UK Listing Authority and will be available in the United States at
www.nasdaq.com.

The NAL Directors and the NASDAQ Directors accept responsibility for the
information contained in this announcement, save that the only responsibility
accepted by them in respect of information in this announcement relating to LSE,
which has been compiled from public sources, is to ensure that such information
has been correctly and fairly reproduced and presented. Subject as aforesaid, to
the best of the knowledge and belief of the NAL Directors and the NASDAQ
Directors (each of whom has taken all reasonable care to ensure that such is the
case), the information contained in this announcement for which they accept
responsibility is in accordance with the facts and does not omit anything likely
to affect the import of such information.



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