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Nasdaq To Acquire Carpenter Moore, Management Liability Specialists – Acquisition Establishes NASDAQ Insurance Business As Top 10 Provider Of Management Liability Insurance

Date 07/09/2005

Nasdaq To Acquire Carpenter Moore, Management Liability Specialists – Acquisition Establishes NASDAQ Insurance Business As Top 10 Provider Of Management Liability Insurance The Nasdaq Stock Market, Inc. (NASDAQ®; NDAQ), announced today that it has entered into a definitive agreement to acquire Carpenter Moore Insurance Services, Inc. (“Carpenter Moore”), a privately held, San Francisco-based insurance brokerage firm specializing in management liability. As a result of this transaction, NASDAQ’s insurance business will be ranked as a top 10 provider of management liability insurance with a total of seven offices throughout the country, serving over 2,000 existing clients, including 12 of the NASDAQ-100 companies.

Bruce Aust, executive vice president of NASDAQ commented, “This transaction will position our NASDAQ insurance business as a top provider in the management liability space, an area that is of increasing importance to both public and private companies.” Mr. Aust added, “NASDAQ is a leader in helping companies operate successfully in highly regulated, highly transparent environments. Our insurance business will offer clients an independent assessment of their executive liability needs, with the goal of finding efficient and customized solutions for any management team.”

NASDAQ’s insurance business, including the Carpenter Moore acquisition and the existing Nasdaq Insurance Agency, will operate under the leadership of Susan Miner. Currently executive vice president of Carpenter Moore, Ms. Miner will assume the title of president for the combined entity. Management liability insurance is an integral part of a suite of services offered by NASDAQ’s Corporate Client Group and follows on the heels of NASDAQ’s recent launch of Independent Research Network, a joint venture with Reuters to provide public companies with research coverage.

The addition of Carpenter Moore will increase NASDAQ’s depth of expertise in directors and officers, errors and omissions and other management liability insurance products. It will also significantly expand regional coverage by NASDAQ’s insurance business through Carpenter Moore’s unique co-brokerage distribution model. NASDAQ’s acquisition encompasses four of Carpenter Moore’s geographic locations, including San Francisco, Texas, Minnesota, and Massachusetts.

The Connecticut and New Jersey operations are being spun off in a separate transaction.

“Carpenter Moore has built a best-in-class organization in the executive and professional risk management space, and together with NASDAQ we are looking forward to further enhancing our core strengths,” said Kinsey Carpenter, founder and president of Carpenter Moore. “We are excited about the opportunity to expand our work with public companies and to add value to NASDAQ’s family of innovative companies.”

The transaction is expected to close in the fourth quarter of 2005.

About Carpenter Moore
Carpenter Moore Insurance Services, Inc. is a privately held, San Francisco-based insurance brokerage firm founded in 1986 by Kinsey Carpenter. The firm is nationally recognized as a leader in Executive and Professional Liability risk management, affording innovative solutions to its clientele. Carpenter Moore distributes its products and services both directly and through a network of premiere regional co-brokerage partners.

About NASDAQ Insurance Agency
Founded in 2000, NASDAQ Insurance Agency, LLCTM is a full service corporate insurance broker specializing in the protection of Officers and Directors and corporate assets. In January 2005, NASDAQ announced it completed the acquisition of a 50 percent ownership interest in The NASDAQ Insurance Agency from a wholly-owned subsidiary of American International Group, Inc., making The NASDAQ Insurance Agency a wholly owned subsidiary of The NASDAQ Stock Market.

About NASDAQ
NASDAQ is the largest electronic screen-based equity securities market in the United States. With approximately 3,250 companies, it lists more companies and, on average, trades more shares per day than any other U.S. market. It is home to category-defining companies that are leaders across all areas of business including technology, retail, communications, financial services, transportation, media and biotechnology industries. For more information about NASDAQ, visit the NASDAQ Web site at www.nasdaq.com or the NASDAQ Newsroom at www.nasdaq.com/newsroom/.