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Tuesday 23 January, 2007

NASDAQ Stock Market

Response to LSE Announcement

NASDAQ Stock Market, Inc. (The)
23 January 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


                          RESPONSE TO LSE ANNOUNCEMENT


The Board of The Nasdaq Stock Market, Inc. ('NASDAQ') notes the recent
announcement made by London Stock Exchange Group plc ('LSE').

LSE's characterization of the interaction between NASDAQ and LSE is misleading.
In March 2006, LSE's reaction to a confidential approach from NASDAQ was to
publicly announce the rejection of the preliminary offer rather than have even
one preliminary conversation with NASDAQ. On the morning of 20 November 2006,
both the Chairman of NASDAQ (in London in anticipation of a meeting with LSE)
and NASDAQ's advisers requested a meeting with LSE; a request which was
documented in NASDAQ's offer announcement later that day. LSE's only response to
these requests was to issue a public rejection of the request for a meeting in a
press release. LSE to this day completely refuses to engage with NASDAQ. Nothing
in LSE's behaviour suggests they have any real interest in taking part in a
dialogue which could lead to a recommended offer for the company.

NASDAQ's Second Response Document highlights the reasons why NASDAQ is even more
confident that its Ordinary Offer of 1,243 pence per LSE Ordinary Share
represents a full and fair price for LSE Shareholders.

Important information on NASDAQ's Final Offers

The Final Offers will remain open for acceptance until 3.00 p.m. (London time)/
10.00 a.m. (New York time) on 26 January 2007. LSE Shareholders should also bear
in mind that after midnight (London time) on Saturday 27 January 2007, NASDAQ's
Final Offers will not be revised upon the recommendation of the LSE Board.

LSE Shareholders should not be misled by LSE's arguments and are urged to accept
the Final Offers as you, rather than the LSE Board, will determine whether the
Final Offers will be implemented.

LSE Shareholders who have not yet accepted the Final Offers and who hold LSE
Shares in certificated form (that is, not through CREST) should complete, sign
and return the relevant Form(s) of Acceptance in accordance with the
instructions thereon and the instructions in the Offer Document as soon as
possible and, in any event, so as to be received no later than 3.00 p.m. (London
time) on 26 January 2007.

LSE Shareholders who have not yet accepted the Final Offers and who hold LSE
Shares in uncertificated form (that is, through CREST), should submit a TTE
instruction in accordance with the instructions in the Offer Document for
settlement as soon as possible and, in any event, by no later than 3.00 p.m.
(London time) on 26 January 2007.

Copies of the Offer Document, the Response Document, the Second Response
Document and Forms of Acceptance are available for collection (during normal
business hours only) from Capita Registrars, The Registry, 34 Beckenham Road,
Beckenham, Kent BR3 4TU, United Kingdom and Greenhill & Co. International LLP at
Lansdowne House, 57 Berkeley Square, London W1J 6ER, United Kingdom. The Offer
Document, the Response Document and the Second Response Document are also
available on www.nasdaq.com.

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

* The Final Offers will not be revised except that NAL reserves the right to
revise the Final Offers: (i) upon the recommendation of the LSE Board; or (ii)
if a firm intention to make a competing offer for LSE is announced, whether or
not subject to any preconditions. As announced on 18 January 2007, after
midnight (London time) on 27 January 2007, NASDAQ's Final Offers will not be
revised upon the recommendation of the LSE Board.

Any references to Offers, offers, Offer, offer, Final Cash Offers or Final
Offers in this announcement refer to the Final Offers as defined in the Offer
Document dated 12 December 2006.

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 1403/1405
(PR adviser to NASDAQ and NAL)                                            
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, where to do so would violate
the laws of that 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.



                      This information is provided by RNS
            The company news service from the London Stock Exchange
     MSCFGGZMVFVGNZM                                                                                                                                                                                                                                                

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