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NASDAQ Plans Common Stock Offering

Date 21/04/2006

The NASDAQ Stock Market, Inc. (Nasdaq: NDAQ) announced that it plans to offer 18.5 million shares of its common stock. In addition, NASDAQ intends to grant the underwriters an option to purchase up to an additional 2.775 million shares.

NASDAQ intends to use the net proceeds from the offering to repay a portion of its existing bank debt. Any remaining proceeds will be used for general corporate purposes.

Banc of America Securities LLC and Credit Suisse are acting as joint book-running managers for the offering.

A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. You may obtain a written prospectus, when available, by contacting Banc of America Securities LLC, Prospectus Department, 100 West 33rd Street, 3rd Floor, New York, NY 10001 or by e-mail dg.prospectus_distribution@bofasecurities.com

This announcement does not constitute an offer to sell or the solicitation of offers to buy any security and shall not constitute an offer, solicitation, or sale of any security in any jurisdiction in which such offer, solicitation, or sale would be unlawful.

NASDAQ(R) is the largest electronic screen-based equity securities market in the United States. With approximately 3,200 companies, it lists more companies and, on average, trades more shares per day than any other U.S. market. It is home to companies that are leaders across all areas of business including technology, retail, communications, financial services, transportation, media and biotechnology. NASDAQ is the primary market for trading NASDAQ-listed stocks. For more information about NASDAQ, visit the NASDAQ Web site at http://www.nasdaq.com or the NASDAQ Newsroom at http://www.nasdaq.com/newsroom/.