UPDATE 1-Scotia CEO gives qualified support to LSE-TMX deal

Sat Mar 26, 2011 3:43pm EDT

* Says 3-4 governance issues should be addressed

* Regional exchanges seen as important

* Could be months before approval decision (Adds quotes, details, background)

By Jeffrey Jones

CALGARY, Alberta, March 26 (Reuters) - The head of Canada's No. 3 bank said on Saturday he supports the C$3.1 billion ($3.2 billion) takeover of the country's main stock market by the London Stock Exchange LSE.TO, providing tweaks are made to protect national interests.

The deal for TMX Group (X.TO), part of a big consolidation of exchanges around the world, should include governance measures to give investors comfort that Canada's capital markets can operate during times of crisis, for example, Bank of Nova Scotia (BNS.TO) Chief Executive Rick Waugh said.

"My hope is this deal goes through with some modifications that do protect some real national and regional interests. I'm optimistic and hopefully they can (make them)," Waugh told reporters at a meeting of Western Hemisphere economic leaders.

"Always, I believe in free markets and when parties negotiate a deal, they work very, very hard on it and it's a tough deal to do. It would be a shame to lose it, but we're going to have to wait to see what comes out."

Canada's top securities regulator has said the continued strength of Canadian equity markets will be crucial as it mulls whether to support the transaction.

Waugh said three or four corporate and regulatory governance modifications would maintain the deal's strategic and economic rationale. But he declined to specify, saying that the parties will have to negotiate the issues themselves.

During a crisis, banks and capital markets reopening are major signs that normalcy is returning, he said.

"That's one reason I think regional exchanges are important, and therefore these are the implications that we all need to work through in terms of policies," Waugh said.

"It's not the same as two mining companies getting together and I think that has to be recognized by all participants, including the two that are negotiating."

It could take months before a final decision is made on the politically sensitive deal, especially with Canada now headed for a May 2 election.

($1=$0.98 Canadian) (Reporting by Jeffrey Jones; editing by Peter Galloway)