News Release

Amex Seat-Holders and NASD Approve Transfer of Amex from NASD back to the Exchange

Washington, D.C.—NASD announced today the membership of the Amex Membership Corporation (AMC) and the NASD Board of Governors have voted to transfer control of the American Stock Exchange (Amex) from NASD to the AMC. The Securities and Exchange Commission must approve the transfer before the action becomes final.

All Amex seat-holders were eligible to vote on the transaction and 82 percent of those who participated approved the transfer.

The transfer agreement will call for NASD to refinance its existing $50 million loan to Amex on very favorable terms, including a prepayment incentive that allows Amex to pay off the full loan for $25 million in the first year; extend a new seven-year, $25 million revolving line of credit; and pay in full the outstanding portion of the Member Equity Program/Seat fund from the 1998 acquisition of Amex by NASD, which is $17 million plus accrued interest. The agreement also calls for NASD to satisfy the outstanding prior executive employment agreements with Amex Chairman and CEO Sal Sodano and Amex General Counsel Michael Ryan.

"This is another important step for NASD in achieving its goal of divesting itself of market ownership and focusing solely on regulatory activities," said Robert R. Glauber, Chairman and CEO of NASD. "This transaction also gives Amex the freedom and financial resources to address business and market needs."

NASD is the leading private-sector provider of financial regulatory services, dedicated to investor protection and market integrity 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 securities firms. For more information, please visit our Web site at