News Release

NASD and AMEX Merger Completed the NASDAQ-AMEX Market Group Formed

NEW YORK—The National Association of Securities Dealers, Inc. (NASD®) and The American Stock Exchange (Amex) today announced the completion of their merger after receiving all necessary approvals. This combination creates the world's first financial market that brings together central auction specialist and multiple Market Maker systems.

The overriding objective of The Nasdaq-Amex Market GroupSM is to deliver bottom-line value to both investors and issuers. It will invest in market technology to provide investors with more efficient pricing, faster trade execution, and reduced transaction costs, and issuers with better liquidity, cost efficiency and increased market visibility.

Nasdaq® and Amex will operate as separate markets under the management of The Nasdaq-Amex Market Group, a newly-created subsidiary of NASD that will oversee both market systems and explore technological efficiencies and international opportunities. Frank G. Zarb will head The Nasdaq-Amex Market Group and remain as chairman and chief executive officer of the NASD. Richard F. Syron will remain as chairman and chief executive officer of The American Stock Exchange. Other executive appointments will be announced in the coming weeks.

The new Nasdaq-Amex Market Group is committed to offering, in a single organization, the most technologically sophisticated competing market and auction specialists markets in the world. It will also bring together products such as the Nasdaq-100 Index® , 100 of the largest non-financial companies listed on Nasdaq; Standard & Poor's Depositary Receipts® (SPDRs®); the Dow IndustrialsSM (DIAMONDSSM); and World Equity Benchmark SharesSM (WEBSTM).

"The Nasdaq-Amex Market Group is truly ground-breaking. We will anticipate and respond to the needs of those that risk their capital every day by providing better products at lower costs." said Mr. Zarb. "In addition to bringing together two distinct trading systems, it will integrate well-known strengths such as Nasdaq's technology expertise and Amex's array of options, derivatives, equities and exchange-traded fund products."

New Products and Technology

"The resources and vision of the NASD and Nasdaq will strengthen the Amex technology and marketing platforms," said Mr. Syron, Chairman and CEO of The American Stock Exchange. "The significant investments to upgrade floor technology will ultimately create a better Amex."

Electronic Limit Order Book

One of the first major investment initiatives to enhance Amex's equity market technology will be a new electronic limit order book order routing and transaction system, which will allow investors and market professionals to enter and electronically execute orders from on and off the trading floor. The new book will provide greater transparency by enabling investors to view orders in the book beyond those at the inside bid and ask.

"Amex member firms will now have the ability to offer investors, both small and large, the ability to interact instantaneously with the market," said Mr. Zarb, of the new Nasdaq-Amex Market Group. "This is a unique service, unlike anything the central auction specialist markets have seen."

The electronic order book will be launched as a pilot in the summer of 1999 and is expected to be fully operational by the second quarter of 2000.

Nasdaq-100® Index Shares

Demonstrating the stated synergies between Nasdaq and Amex, a new exchange-traded fund based on the Nasdaq-100* will be developed. This new investment product will become one of the Amex exchange-traded funds like SPDRs, DIAMONDS and WEBS.

"Amex has a proven track record in exchange-traded funds, and the Nasdaq-100 offers some of the most compelling and successful companies in the world," said Zarb. "No other exchange provides as many investment opportunities or a product like this."

All necessary Securities and Exchange Commission filings have been made and it is expected that the new product will be available in the first quarter of 1999.

Nasdaq-Amex Online

Nasdaq-Amex Online, an exclusive Internet-based service, will be made available to all Amex-listed company CEOs, CFOs, investor relations directors and board members. Nasdaq-Amex Online provides unparalleled market intelligence on all publicly traded companies from a single, integrated source providing real-time information for Nasdaq companies.

Effective today,, a financial information-based Web site that averages 12 million hits a day, has been renamed Designed to increase listed company visibility among shareholders and investors, the site provides fundamental stock information on all publicly traded companies. More enhanced information is currently available for Nasdaq companies, including analyst and stock reports, SEC filings, Web site links and company logos. By year-end 1998, the same data will be provided for Amex-listed companies, which will also be incorporated into additional areas of the Web site.

Global Interconnectivity

According to Mr. Zarb, expanded reach and resources will enable Nasdaq-Amex to build a globally-linked marketplace, developing cross-border opportunities and the technology to link exchanges, creating a global network that provides investment choices to all investors worldwide.

"The inclusion of Amex into the NASD family is a significant first step in realizing the 'Market of Markets' vision. I am professionally and personally pleased to be working with Dick Syron, who has led Amex to this historic event," Mr. Zarb continued. "We will build on this vision by pursuing global ventures and the best technology to create the globally linked market of the future."

The Nasdaq Stock Market®

Since its debut as the world's first electronic stock market, Nasdaq has been at the forefront of innovation, using technology to bring millions of investors together with the world's leading companies. Trading is executed through an advanced computer and telecommunications network that serves as the model for stock markets worldwide. Today, The Nasdaq Stock Market lists nearly 5,400 companies and trades more shares per day than any other major U.S. market.

The American Stock Exchange

As the nation's second largest floor-based exchange, The American Stock Exchange has a significant presence in both listed equities and derivative securities. On the Amex, trading is conducted through an advanced centralized specialist system combining the speed of computer delivered orders with the liquidity of customer driven markets. Today, Amex is on the leading edge of exchanges worldwide in developing successful new investment products and innovative services for companies and investors.

*A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. Complete information about shares of Nasdaq 100, including charges and expenses, will be contained in a prospectus.

© Copyright 1998, The Nasdaq Stock Market, Inc. All Rights Reserved. 10/98
The Nasdaq Stock Market, Nasdaq, Nasdaq National Market and Nasdaq-100 are registered service/trademarks of The Nasdaq Stock Market, Inc. Nasdaq-Amex Online and the logos identifying Nasdaq indexes and products are service/trademarks of The Nasdaq Stock Market, Inc. NASD and Market of Markets are registered service/trademarks of the National Association of Securities Dealers, Inc. NASD Regulation is a service mark of NASD Regulation, Inc. American Stock Exchange and Amex are registered service marks of the American Stock Exchange, Inc. The Nasdaq Stock Market Inc. and the American Stock Exchange are subsidiaries of the National Association of Securities Dealers, Inc.

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