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Nasdaq Nears Completion Of The First Phase Of Its Private Placement - Over 2800 Investors Participate - Over $330 Million Raised - Phase I Expected To Close In June

Date 16/05/2000

The National Association of Securities Dealers, Inc. (NASD®), and The Nasdaq Stock Market, Inc. announced today that they have formally accepted 2805 subscriptions in connection with the first phase of the Nasdaq private placement. Since the close of the subscription period on April 28, 2000, the Transfer Agent hired for the transaction has been completing the verification process for all investments, leading to the NASD and Nasdaq® officially accepting the investments at the end of last week.

The first phase of the private placement has raised over $330 million, in a transaction that is expected to close in June. This follows a NASD member vote completed in April in which the membership overwhelming (i.e., 84 percent of those voting) supported the NASD restructuring.

Commenting on this outcome, NASD Chairman and Chief Executive Officer, Frank G. Zarb said, "These results exceeded our expectations. It is gratifying to see the number of NASD members, Nasdaq companies, and major market participants that voted with their investment to support an independent Nasdaq."

Nasdaq sold approximately 24 million shares of new common stock, and the NASD sold warrants that will be redeemable for more than 25 million shares over time. Overall, phase one was about 83 percentsubscribed. The placement represents 40 percent of Nasdaq equity, with 60 percent still held by the NASD.

A majority of NASD members (2764) invested in the transaction, including nearly all of the most active participants in The Nasdaq Stock Market®.

This first phase of Nasdaq's private placement is expected to close in early June once final SEC approvals are obtained. The second phase of the private placement is expected in the Fall and is expected to reduce NASD's equity position in Nasdaq to less than a one third ownership interest.

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.