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GTCR Announces Deal To Acquire American Stock Exchange

Date 02/06/2003

GTCR Golder Rauner, LLC, a leading private equity firm, today announced that it has entered into a letter of intent to acquire ownership of the American Stock Exchange, LLC (Amex) from NASD. The transaction is structured at a valuation of approximately $110 million. Closing is anticipated following the completion of definitive documentation and receipt of approvals from various parties, including the Securities and Exchange Commission.

The American Stock Exchange has been a pioneer in market innovation for more than a century and remains committed to developing successful new investment products and innovative services for companies and investors. As the nation's most diversified financial marketplace, the Amex is the only primary exchange that offers trading across a full range of equities, options and exchange traded funds. The American Stock Exchange conducts trading through an advanced centralized specialist system and is committed to providing a superior marketplace for the investing public and its members.

"I am thrilled to have a strategic investor like GTCR to support the growth of the Amex. As an independent entity, the Amex will be better suited to be a leader within a changing marketplace," stated Salvatore Sodano, Chairman and CEO of the American Stock Exchange.

Collin Roche, Principal at GTCR, commented "Over the years, the American Stock Exchange has demonstrated tremendous innovation and ingenuity. In the dynamic securities industry, we believe that the Amex has strong opportunities to grow in its existing product classes while also introducing new products. We look forward to working with Salvatore Sodano and senior management of the exchange to help the Amex better serve its members and the investing public."

About GTCR Golder Rauner, LLC

Founded in 1980, GTCR Golder Rauner, LLC is a leading private equity investment firm and long-term strategic partner for outstanding management teams. The Chicago-based firm pioneered the investment strategy of identifying and partnering with exceptional executives to acquire and build leading companies. GTCR currently manages more than $5 billion of equity capital invested in a wide range of companies and industries. Its primary areas of investment focus include transaction processing and payments services, information technology services, healthcare services, and outsourced business services. More information about GTCR can be found at www.gtcr.com.