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Robert R. Glauber Named CEO And President of NASD - Richard G. Ketchum Named President Of Nasdaq - Frank G. Zarb Continues As NASD Chairman And Nasdaq Chairman And CEO During Transition Period

Date 27/07/2000

The National Association of Securities Dealers, Inc. (NASD®), today announced that its Board of Governors met and made the following executive management appointments:

Robert R. Glauber has been named the NASD new chief executive officer and president. Mr. Glauber has been actively involved with the NASD since 1996. He played a significant role in the fundamental restructuring of the NASD that is currently underway. His career (see below) has included leadership positions in both public and private sectors. Glauber will assume his position at NASD on November 1, 2000.

Richard G. Ketchum has been named president of The Nasdaq Stock Market® (Nasdaq®). In managing Nasdaq, he will continue the close working relationship with Pat Campbell, Nasdaq's chief operating officer, and Al Berkeley. He will be a member of Nasdaq's office of the chairman and is expected to be elected to Nasdaq's Board. This appointment is effective immediately.

Alfred R. Berkeley, III, Nasdaq's current president, will be vice chairman of the Nasdaq board of directors. He will be a member of Nasdaq's senior management group and the office of the chairman. In this role, he will continue his long-standing and successful efforts to both build The Nasdaq Stock Market and to communicate its values and strategies to the leading existing and potential issuers. This appointment is effective immediately.

Frank G. Zarb will remain as NASD chairman and chairman and chief executive officer of Nasdaq, during a transition period.

Commenting on the moves, Frank Zarb said, "We are in the process of completing the restructuring of the NASD that its members approved so resoundingly in April. These appointments today set the stage for the future growth of both organizations, through outstanding leadership."

Management Backgrounds

Robert R. Glauber, 61, has been an active member of NASD's board since he was elected in 1996. During the development of the NASD restructuring proposal, he chaired the board's Fairness Committee, to provide an independent assessment of the restructuring proposal. The Fairness Committee carefully reviewed and considered the objectives and terms and conditions of the restructuring. The restructuring plans were modified in a number of important respects based on input from the Fairness Committee. In addition, he is chairman of the NASD Board of Governor's Finance Committee.

Glauber is currently Adjunct Lecturer at the Center for Business and Government, Kennedy School, Harvard University. Mr. Glauber joined the Kennedy School faculty in 1992, after serving as Under Secretary of the U.S. Treasury for Finance from 1989 until 1992. Previously, he was a professor at Harvard Business School for 25 years. Mr. Glauber served as Executive Director of the task force (Brady Commission) appointed by President Reagan to study the 1987 stock market crash.

He serves as a director of XL Capital, Ltd. (Bermuda-based insurer), Dun & Bradstreet, Measurisk LLC (a private risk measurement applications service provider, for which he is chairman), and Federal Reserve Bank of Boston. Mr. Glauber holds a B.A. from Harvard College in Economics and a doctorate in Finance from Harvard Business School.

Richard G. Ketchum, 49, was appointed President of the National Association of Securities Dealers, Inc. (NASD®), in February 1998. Overseeing a broad range of NASD operations, he works closely with the association's subsidiaries: The Nasdaq Stock Market, The American Stock Exchange®, and NASD Regulation, Inc., in the development and formulation of legal, regulatory and market policies, as well as international initiatives.

Ketchum joined the NASD as Executive Vice President in 1991 and was appointed Chief Operating Officer in 1993. Prior to joining the NASD, Ketchum was the Director of the Division of Market Regulation at the Securities and Exchange Commission (SEC). The Division's responsibilities included the oversight of all U.S. securities markets, the interpretation of the Commission's rules regulating the secondary trading markets and facilitating the development of a nation market system.

Ketchum was associated with the law firm of Milbank, Tweed, Hadley and McCloy in New York from 1975 to 1977 before joining the staff of the SEC. He is a member of the adjunct faculty of the Georgetown School of Law and previously with the Washington School of Law at American University. He is a member of the bar in both New York and the District of Columbia. He earned his J.D. from the New York University School of Law in 1975 and his B.A. from Tufts University in 1972.

Alfred R. Berkeley, III, 55, was appointed President of The Nasdaq Stock Market, Inc., in 1996. Prior to joining Nasdaq, he was a Managing Director and Senior Banker in the Corporate Finance Department of Alex. Brown & Sons Incorporated, financing computer software and electronic commerce companies.

Berkeley joined Alex, Brown & Sons Incorporated in 1972 as a research analyst. He became a general partner of Alex. Brown in 1983. From 1985 to 1987, he served as Head of Information Services for the firm. In that capacity, he was responsible for all corporate information services, including the firm's back office and front office technology. Berkeley then moved on to Alex. Brown's Merger and Acquisition department where, from 1987 to 1989, he developed the firm's technology practice.

Berkeley served as a captain in the United States Air Force from 1968 to 1972. He is a graduate of The Wharton School at the University of Pennsylvania (M.B.A., 1968) and the University of Virginia (B.A., 1966)

Frank G. Zarb, 65, is Chairman and Chief Executive Officer of NASD, Inc. and The Nasdaq Stock Market, Inc. Prior to joining the NASD in 1997, Mr. Zarb was chairman, CEO and President of Alexander & Alexander Services, Inc., from June 1994 through January 1997. Before that, he was a Vice Chairman and Group Chief Executive of The Travelers, Inc. and Chairman and Chief Executive Officer of Smith Barney, a Travelers' subsidiary, which he joined in 1988. He was named Group Chief Executive in 1993. Mr. Zarb was elected a Vice Chairman of Travelers, Inc. in 1991. Before joining Smith Barney, he was a senior partner of Lazard Freres & Co. From 1978 until 1988.

From 1974 through 1977, Mr. Zarb was the senior official of all United States government energy-related activities, serving as Executive Director of the Cabinet-level Energy Resources Council, Administrator of the Federal Energy Administration, and Assistant to the President for Energy Affairs (the "Energy Czar"). Prior to those appointments, he had been Associate Director of the Office of Management and Budget from 1973 to 1974 and served as Assistant Secretary of Labor between 1971 and 1972. He has served in various assignments with Nixon, Ford, Reagan, Bush, and Clinton administrations.

Before entering public service, Mr. Zarb acquired considerable experience in the securities industry where he began his career with Goodbody and Co. in 1962. He is a member of the Board of Trustees of the Gerald R. Ford Foundation and a former Chairman of the Board of Hofstra University, where he still serves as a Board member. Mr. Zarb who earned his B.S. and M.B.A. degrees in business from Hofstra University, was awarded an honorary Doctor of Law degree by the University and the school's Outstanding Scholar Award.

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.