News Release

NASD Agrees to Principle Terms To Sell American Stock Exchange To GTCR Golder Rauner LLC

Washington, DC — NASD announced today that it has agreed to principle terms to sell its interest in the American Stock Exchange (Amex) to GTCR Golder Rauner LLC (GTCR), a Chicago-based private equity firm. The transaction, which would be valued at approximately $110 million, is subject to the completion of definitive sale documents and approvals by NASD's Board of Governors, Amex's Board of Governors, vote of the Amex membership and the Securities and Exchange Commission.

"One of our key goals over the last few years has been to exit NASD's ownership of exchanges, and to focus our entire organization on NASD's core mission as a regulator to promote market integrity and protect investors," said Robert Glauber, Chairman and CEO of NASD. "The agreement announced today is an important milestone in a continuing process that we hope will ensure a sound future for the Amex and its constituencies."

Commenting on the agreement, Salvatore Sodano, Amex Chairman and CEO said, "The agreement reached with GTCR should ensure that a strengthened Amex can continue to be a vital participant in our financial markets, with leading franchises in options, exchange-traded funds and equities, while remaining an important employer in New York City."

There can be no assurance that the transaction will be completed or that such approvals will be granted.

NASD intends to use proceeds from the transaction to fulfill all of its obligations to enhance Amex's infrastructure and operations which it undertook in1998 when the exchange was acquired.

NASD is the leading private-sector provider of financial regulatory services, dedicated to bringing integrity to the markets and confidence to investors through effective and efficient regulation and complementary compliance and technology-based services. NASD touches virtually every aspect of the securities business - from registering and educating all industry participants, to examining securities firms, enforcing both NASD rules and the federal securities laws, and administering the largest dispute resolution forum for investors and member firms. For more information, please visit our web site at