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NASD Restructuring Wins In Landslide Vote Of The Members - 84 Percent Of Those Voting, Vote "For" - Highest Member Turnout Ever - "Green Light" For Spinning Off The Nasdaq Stock Market

Date 15/04/2000

The National Association of Securities Dealers, Inc. (NASD®), membership voted overwhelmingly in favor of the NASD restructuring at a special meeting today in Washington, D.C., concluding a five-week, voting process. In the NASD's highest member voting turnout ever, more than 80 percent of those voting were in favor of the restructuring.

NASD Chairman and Chief Executive Officer, Frank Zarb, in commenting on the vote, said: "The members have spoken. By an overwhelming majority, they are saying that the plan we put forward makes sense. They have given the "green light" to spinning off Nasdaq - positioning it to be the most successful market in the world. They have also validated the return of NASD to its original mission as a member-based organization."

In mid-March, proxy materials were mailed to each of the more than 5,000 NASD members in good standing as of February 18, 2000. Each member firm was entitled to vote on the restructuring, on the basis of one firm, one vote. Members had until today to vote, either in person at the meeting or by proxy.

The results of the vote were as follows: 3423 members (84%) voted in favor; 652 members (16%) voted against. Of those voting for or against, there were also 110 members abstaining.

With the membership approval of the plan, the next step will be the sale of approximately 47 to 49 percent (on a fully diluted basis) by private placement. This sale is expected to occur by May.

Based on initial tallies, a large number of NASD members have also decided to invest in the new Nasdaq Stock Market. In response to a number of member requests, the NASD is extending the subscription period until April 24, 2000, at 5:00 p.m., Eastern Time.

The National Association of Securities Dealers, Inc., is the largest securities- industry, self-regulatory organization in the United States. It is the parent organization of The Nasdaq Stock Market® , The American Stock Exchange® ,and NASD Regulation, Inc. For more information about the NASD and its subsidiaries, please visit the following Web sites: www.nasd.com; www.nasdaq.com; www.amex.com; www.nasdr.com; or the Nasdaq NewsroomSM at www.nasdaqnews.com.