[Federal Register Volume 65, Number 100 (Tuesday, May 23, 2000)]
[Notices]
[Pages 33384-33396]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 00-12926]


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SECURITIES AND EXCHANGE COMMISSION

[Release No. 34-42790; File No. SR-NASD-00-27]


Self-Regulatory Organizations; Notice of Filing of Proposed Rule 
Change by the National Association of Securities Dealers, Inc., 
Amending the Nasdaq By-Laws and Restated Certificate of Incorporation

May 16, 2000.
    Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 
(``Act'') \1\ and Rule 19b-4 thereunder, \2\ notice is hereby given 
that on May 11, 2000, the National Association of Securities Dealers, 
Inc. (``NASD'' or ``Association''), through its wholly owned subsidiary 
The Nasdaq Stock Market, Inc. (``Nasdaq'') filed with the Securities 
and Exchange Commission (``SEC'' or ``Commission'') the proposed rule 
change as described in Items I, II, and III below, which Items have 
been prepared by Nasdaq. The Commission is publishing this notice to 
solicit comments on the proposed rule change from interested persons.
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    \1\ 15 U.S.C. 78s(b)(1).
    \2\ 17 CFR 240.19b-4.
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I. Self-Regulatory Organization's Statement of the Terms of 
Substance of the Proposed Rule Change

    Nasdaq is proposing to amend its By-Laws and Restated Certificate 
of Incorporation. Additions are italicized, deletions are bracketed.

By-Laws of the NASDAQ Stock Market, Inc.

Article I  Definitions

    When used in these By-Laws, unless the context otherwise requires, 
the term:
* * * * *
    (i) ``Director'' means a member of the Board[, excluding the Chief 
Executive Officer of the NASD];
    (j) ``Industry Director'' or ``Industry member'' means a Director 
(excluding the President or the Chief Executive Officer) or Nasdaq 
Listing and Hearing Review Council or committee member who (1) is or 
has served in the prior three years as an officer, director, or 
employee of a broker or dealer, excluding an outside director or a 
director not engaged in the day-to-day management of a broker or 
dealer; (2) is an officer, director (excluding and outside director), 
or employee of an entity that owns more than ten percent of the equity 
of a broker or dealer, and the broker or dealer accounts for more than 
five percent of the gross revenues received by the consolidated entity; 
(3) owns more than five percent of the equity securities of any broker 
or dealer, whose investments in brokers or dealers exceed ten percent 
of his or her net worth, or whose ownership interest otherwise permits 
him or her to be engaged in the day-to-day management of a broker or 
dealer; (4) provides professional services to brokers or dealers, and 
such services constitute 20 percent or more of the professional 
revenues received by the Director or member or 20 percent or more of 
the gross revenues received by the Director's or member's firm or 
partnership; (5) provides professional services to a director, officer, 
or employee of a broker, dealer, or corporation that owns 50 percent or 
more of the voting stock of a broker or dealer, and such services 
relate to the director's, officer's, or employee's professional 
capacity and constitute 20

[[Page 33385]]

percent or more of the professional revenues received by the Director 
or member or 20 percent or more of the gross revenues received by the 
Director's or members's firm or partnership; or (6) has a consulting or 
employment relationship with or provides professional services to the 
NASD, NASD Regulation, Nasdaq, or Amex (and any predecessor) or has had 
any such relationship or provided any such services at any time within 
the prior three years;
* * * * *
    (q) ``Non-Industry Director'' or ``Non-Industry member'' means a 
Director (excluding the President or the Chief Executive Officer) or 
Nasdaq Listing and Hearing Review Council or committee member who is 
(1) a Public Director or Public member; (2) an officer or employee of 
an issuer of securities listed on Nasdaq or Amex, or traded in the 
over-the-counter market; or (3) any other individual who would not be 
an Industry Director or Industry member;
* * * * *
    (s) ``Public Director'' or ``Public member'' means a Director or 
Nasdaq Listing and Hearing Review Council or committee member who has 
no material business relationship with a broker or dealer or the NASD, 
NASD Regulation, or Nasdaq; [and]
    (t) ``Rules of the Association'' or ``Rules'' means the numbered 
rules set forth in the NASD Manual beginning with the rule 0100 Series, 
as adopted by the NASD Board pursuant to the NASD By-Laws, as hereafter 
amended or supplemented [.];
* * * * *
    (w) ``Amex'' means American Stock Exchange LLC; and
    (x) ``Amex Board'' means the Board of Governors of Amex [;].

Article III  Meetings of [The Stockholder] Stockholders

    Action by Consent of Stockholder

    [Sec. 3.1  Any action required or permitted by law to be taken at 
any meeting of the stockholder of Nasdaq may be taken without a 
meeting, without prior notice and without a vote, if a consent in 
writing, setting forth the action so taken, is signed by the holder of 
the outstanding stock.]

Annual Meetings of Stockholders

    Sec. 3.1  (a) Nominations of persons for election to the Board and 
the proposal of business to be considered by the stockholders may be 
made at an annual meeting of stockholders only (i) pursuant to Nasdaq's 
notice of meeting (or any supplement thereto), (ii) by or at the 
direction of the Board or the National Nominating Committee or (iii) by 
any stockholder of Nasdaq who was a stockholder of record of Nasdaq at 
the time the notice provided for in this Section 3.1 is delivered to 
the Secretary of Nasdaq, who is entitled to vote at the meeting and who 
complies with the notice procedures set forth in this Section 3.1.
    (b) For nominations or other business to be properly brought before 
an annual meeting by a stockholder pursuant to Section 3.1(a)(iii), the 
stockholder must have given timely notice thereof in writing to the 
Secretary of Nasdaq and any such proposed business other than the 
nominations of persons for election to the Board must constitute a 
proper matter for stockholder action. To be timely, a stockholder's 
notice shall be delivered to the Secretary at the principal executive 
offices of Nasdaq not later than the close of business on the ninetieth 
day nor earlier than the close of business on the one hundred twentieth 
day prior to the first anniversary of the preceding year's annual 
meeting (provided, however, that in the event that the date of the 
annual meeting is more than thirty days before or more than seventy 
days after such anniversary date, notice by the stockholder must be so 
delivered not earlier than the close of business on the one hundred 
twentieth day prior to such annual meeting and not later than the close 
of business on the later of the ninetieth day prior to such annual 
meeting or the tenth day following the day on which public announcement 
of the date of such meeting is first made by Nasdaq). For purposes of 
the first annual meeting of stockholders of Nasdaq held after 2000, the 
first anniversary of the 2000 annual meeting of stockholders shall be 
deemed to be ______, 2001. In no event shall the public announcement of 
an adjournment or postponement of an annual meeting commence a new time 
period (or extend any time period) for the giving of a stockholder's 
notice as described above. Such stockholder's notice shall set forth: 
(i) as to each person whom the stockholder proposes to nominate for 
election as a director all information relating to such person that is 
required to be disclosed in solicitations of proxies for election of 
directors in an election contest, or is otherwise required, in each 
case pursuant to Regulation 14A under the Act and Rule 14a-11 
thereunder (and such person's written consent to being named in the 
proxy statement as a nominee and to serving as a director if elected); 
(ii) as to any other business that the stockholder proposes to bring 
before the meeting, a brief description of the business desired to be 
brought before the meeting, the text of the proposal or business 
(including the text of any resolutions proposed for consideration and 
in the event that such business includes proposal to amend the By-Laws 
of Nasdaq, the language of the proposed amendment), the reasons for 
conducting such business at the meeting and any material interest in 
such business of such stockholder and the beneficial owner, if any, on 
whose behalf the proposal is made; and (iii) as to the stockholder 
giving the notice and the beneficial owner, if any, on whose behalf the 
nomination or proposal is made (A) the name and address of such 
stockholder, as they appear on Nasdaq's books, and of such beneficial 
owner, (B) the class and number of shares of capital stock of Nasdaq 
which are owned beneficially and of record by such stockholder and such 
beneficial owner, (c) a representation that the stockholder is a holder 
of record of stock of Nasdaq entitled to vote at such meeting and 
intends to appear in person or by proxy at the meeting to propose such 
business or nomination, and (D) a representation whether the 
stockholder or the beneficial owner, if any, intends or is part of a 
group which intends (1) to deliver a proxy statement and/or form of 
proxy to holders of at least the percentage of Nasdaq's outstanding 
capital stock required to approve or adopt the proposal or elect the 
nominee and/or (2) otherwise to solicit proxies from stockholders in 
support of such proposal or nomination. Nasdaq may require any proposed 
nominee to furnish such other information as it may reasonably require 
to determine the eligibility of such proposed nominee to serve as a 
director of Nasdaq.
    (c) Notwithstanding anything in the second sentence of Section 
3.1(b) to the contrary, in the event that the number of directors to be 
elected to the Board at an annual meeting is increased and there is no 
public announcement by Nasdaq naming the nominees for the additional 
directorships at least one hundred days prior to the first anniversary 
of the preceding year's annual meeting, a stockholder's notice required 
by this Section 3.1 shall also be considered timely, but only with 
respect to nominees for the additional directorships, if it shall be 
delivered to the Secretary at the principal executive offices at Nasdaq 
not later than the close of business on the tenth day following the day 
on which such public announcement is first made by Nasdaq.

    Special Meetings of Stockholders
    Sec. 3.2  Only such business shall be conducted at a special 
meeting of

[[Page 33386]]

stockholders as shall have been brought before the meeting pursuant to 
Nasdaq's notice of meeting. Nominations of persons for election to the 
Board may be made at a special meeting of stockholders at which 
directors are to be elected pursuant to Nasdaq's notice of meeting (a) 
by or at the direction of the Board or the National Nominating 
Committee or (b) provided that the Board has determined that directors 
shall be elected at such meeting, by any stockholder of Nasdaq who is a 
stockholder of record at the time the notice provided for in this 
Section 3.2 is delivered to the Secretary of Nasdaq, who is entitled to 
vote at the meeting and upon such election and who complies with the 
notice procedures set forth in this Section 3.2. In the event Nasdaq 
calls a special meeting of stockholders for the purpose of electing one 
or more directors to the Board, any such stockholders entitled to vote 
in such election may nominate a person or persons (as the case may be) 
for election of such position(s) as specified in Nasdaq's notice of 
meeting, if the stockholders's notice required by Section 3.1(b) shall 
be delivered to the Secretary at the principal executive offices of 
Nasdaq not earlier than the close of business on the one hundred 
twentieth day prior to such special meeting and not later then the 
close of business on the later of the ninetieth day prior to such 
special meeting or the tenth day following the day on which public 
announcement is first made of the date of the special meeting and of 
the nominees proposed by the Board to be elected at such meeting. In no 
event shall the public announcement of an adjournment or postponement 
of a special meeting commerce a new time period (or extend any time 
period) for the giving of a stockholder's notice as described above.

    General

    Sec. 3.3  (a) Only such persons who are nominated in accordance 
with the procedures set forth in this Article III shall be eligible to 
be elected at an annual or special meeting of stockholders of Nasdaq to 
serve as directors and only such business shall be conducted at a 
meeting of stockholders as shall have been brought before the meeting 
in accordance with the procedures set forth in this Article III. Except 
as otherwise provided by law, the chairman of the meeting shall have 
the power and duty (a) to determine whether a nomination or any 
business proposed to be brought before the meeting was made or 
proposed, as the case may be, in accordance with the procedures set 
forth in this Article III (including whether the stockholder or 
beneficial owner, if any, on whose behalf the nomination or proposal is 
made solicited (or is part of a group which solicited) or did not so 
solicit, as the case may be, proxies in support of such stockholder's 
nominee or proposal in compliance with such stockholder's 
representation as required by Section 3.1(b)(iii)(D)) and (ii) if any 
proposed nomination or business was not made or proposed in compliance 
with this Article III, to declare that such nomination shall be 
disregarded or that such proposed business shall not be transacted. 
Notwithstanding the foregoing provisions of this Article III, if the 
stockholder (or a qualified representative of the stockholder) does not 
appear at the annual or special meeting of stockholders of Nasdaq to 
present a nomination or business, such nomination shall be disregarded 
and such proposed business shall not be transacted, notwithstanding 
that proxies in respect of such vote may have been received by Nasdaq.
    (b) For purposes of this Article III, ``public announcement'' shall 
include disclosure in a press release reported by the Dow Jones News 
Service, Associated Press or comparable national news service or in a 
document publicly filed by Nasdaq with the Commission pursuant to 
Section 13, 14, or 15(d) of the Act.
    (c) Notwithstanding the foregoing provisions of this Article III, a 
stockholder shall also comply with all applicable requirements of the 
Act and the rules and regulations thereunder with respect to the 
matters set forth in this Article III. Nothing in Article III shall be 
deemed to affect any rights (i) of stockholders to request inclusion of 
proposals in Nasdaq's proxy stateement pursuant to Rule 14a-8 under the 
Act or (ii) of the holders of any series of Preferred Stock to elect 
directors pursuant to any applicable provisions of the Restated 
Certificate of Incorporation.

    Conduct of Meetings

    Sec. 3.4  The date and time of the opening and the closing of the 
polls for each matter upon which the stockholders will vote at a 
meeting shall be announed at the meeting by the person presiding over 
the meeting. The Board may adopt by resolution such rules and 
regulations for the conduct of the meeting of stockholders as it shall 
deem appropriate. Except to the extent inconsistent with such rules and 
regulations as adopted by the Board, the person presiding over any 
meeting of stockholders shall have the right and authority to convene 
and to adjourn the meeting, to prescribe such rules, regulations and 
procedurs and to do all such acts as, in the judgment of such chairman, 
are appropriate for the proper conduct of the meeting. Such rules, 
regulations or procedures, whether adopted by the Board or prescribed 
by the presiding officer of the meeting, may include, without 
limitation, the following: (a) the establishment of an agenda or order 
of business for the meeting; (b) rules and procedures for maintaining 
order at the meeting and the safety of those present; (c) limitations 
on attendance at or participation in the meeting to stockholders of 
record of Nasdaq, their duly authorized and constituted proxies or such 
other persons as the chairman of the meeting shall determine; (d) 
restrictions on entry to the meeting after the time fixed for the 
commencement thereof; and (e) limitations on the time allotted to 
questions or comments by participants. Unless and to the extent 
determined by the Board or the person presiding over the meeting, 
meetings of stockholders shall not be required to be held in accordance 
with the rules of parliamentary procedure.

Article IV  Board of Directors

    General Powers

    Sec. 4.1  No change.

    Number of Directors

    Sec. 4.2  The [Board shall consist of no fewer than five and no 
more than ten Directors, the exact number to] exact number of members 
of the Board shall be determined by resolution adopted by the 
[stockholder of Nasdaq from time to time. Notwithstanding the preceding 
sentence, the number of Directors shall equal the number of Directors 
on the NASD Regulation Board] Board from time to time. Any new Director 
position created as a result of an increase in the size of the Board 
shall be filed [pursuant to Section 4.4] in accordance with the 
Restated Certificate of Incorporation.

    Qualifications

    Sec. 4.3  Directors need not be stockholders of Nasdaq. [Only 
Governors of the NASD Board shall be eligible for election to the 
Board. The President of Nasdaq shall be a Director.] The number of Non-
Industry Directors, including at least one Public Director and at least 
one issuer representative, shall equal or exceed the number of Industry 
Directors, plus the President and the Chief Executive Officer (if they 
are elected Directors), unless the Board consists of ten or more 
Directors. In such case at least two Directors shall be issuer 
representatives. [The Chief Executive Officer of the NASD shall be an 
ex-offico non-voting member of the Board] At least two Industry 
Directors

[[Page 33387]]

and two Non-Industry Directors shall be drawn from candidates proposed 
to the National Nominating Committee by a majority of the non-NASD 
stockholders of Nasdaq.

    Election

    Sec. 4.4  Except as otherwise provided by law, these By-Laws, or 
the Delegation Plan, after the first meeting of Nasdaq at which 
Directors are elected, a class of Directors of Nasdaq shall be elected 
each year at the annual meeting of the [stockholder] stockholders, or 
at a special meeting called for such purpose in lieu of the annual 
meeting. If the annual election of Directors is not held on the date 
designated therefore, the Directors shall cause such election to be 
held as soon thereafter as convenient.

    Resignation

    Sec. 4.5  Any Director may resign at any time either upon written 
notice of resignation to the Chair of the Board, the Chief Executive 
Officer, the President, or the Secretary. Any such resignation shall 
take effect at the time specified therein or, if the time is not 
specified, upon receipt thereof, and the acceptance of such 
resignation, unless required by the terms thereof, shall not be 
necessary to make such resignation effective.

    Removal

    Sec. 4.6  Any or all of the Directors may be removed from office at 
any time, [with or without cause, only by a majority vote of the NSDA 
Board] but only for cause, by the affirmative vote of at least 66\2/3\ 
percent of the total voting power of the outstanding shares of capital 
stock of Nasdaq entitled to vote generally in the election of 
directors, voting together as a single class.

    Disqualification

    Sec. 4.7  The term of office of a Director shall terminate 
immediately upon a determination by the Board, by a majority vote of 
the remaining Directors, that: (a) [The] the Director no longer 
satisfies the classification for which the Director was elected; and 
(b) the Director's continued service as such would violate the 
compositional requirements of the Board set forth in Section 4.3. If 
the term of office of a Director terminates under this Section, and the 
remaining term of office of such Director at the time of termination is 
not more than six months, during the period of vacancy the Board shall 
not be deemed to be in violation of Section 4.3 by virtue of such 
vacancy.

    Filling of Vacancies

    Sec. 4.8  If a Director position becomes vacant, whether because of 
death, disability, disqualification, removal, or resignation, the 
National Nominating Committee shall nominate, and the [NASD] Board 
shall elect by majority vote, a person satisfying the classification 
(Industry, Non-Industry, or Public Director) for the directorship as 
provided in Section 4.3 to fill such vacancy, except that if the 
remaining term of office for the vacant Director position is not more 
than six months, no replacement shall be required.

    Quorum and Voting

    Sec. 4.9  (a) At all meetings of the Board, unless otherwise set 
forth in these By-Laws or required by law, a quorum for the transaction 
of business shall consist of a majority of the Board[, including not 
less than 50 percent of the Non-Industry Directors]. On the absence of 
a quorum, a majority of the Directors present may adjourn the meeting 
until a quorum be present.
    (b) Except as provided [in Section 4.14(b)] herein or by applicable 
law, the vote of a majority of the Directors present at a meeting at 
which a quorum is present shall be the act of the Board.

    Regulation

    Sec, 4,10  No change.

    Meetings

    Sec. 4.11  (a) An annual meeting of the Board shall be held for the 
purpose of organization, election of officers, and transaction of any 
other business. If such meeting is held promptly after and at the place 
specified for the annual meeting of the [stockholder] stockholders, no 
notice of the annual meeting of the Board need be given. Otherwise, 
such annual meeting shall be held at such time and place as may be 
specified in a notice given in accordance with Section [4.13] 4.12.
    (b) No change.
    (c) Special meetings of the Board may be called by the Chair of the 
Board, by the Chief Executive Officer, by the President, or by at least 
one-third of the Directors then in office. Notice of any special 
meeting of the Board shall be given to each Director in accordance with 
Section 4.12.
    (d) No change.
    Notice of Meetings; Waiver of Notice

    Sec. 4.12  (a) No change.
    (b) No change.
    (c) Any meeting of the Board shall be a legal meeting without any 
prior notice if all Directors then in office shall be present thereat, 
Except when a Director attends the meeting for the express purpose of 
objecting at the beginning of the meeting to the transaction of any 
business because the meeting is not lawfully called or convened.

    Committees

    Sec. 4.13  (a) The Board may, by resolution or resolutions adopted 
by a majority of the whole Board, appoint one or more committees. 
Except as herein provided, vacancies in membership of any committee 
shall be filled by the vote of a majority of the whole Board. The Board 
may designate one or more Directors as alternate members of any 
committee, who may replace any absent or disqualified member at any 
meeting of the committee. In the absence or disqualification of any 
member of a committee, the member or members thereof present at any 
meeting and not disqualified from voting, whether or not such member or 
members constitute a quorum, may unanimously appoint another Director 
to act at the meeting in the place of any such absent or disqualified 
member. Members of a committee shall hold office for such period as may 
be fixed by a resolution adopted by a majority of the whole Board. Any 
member of a committee may be removed from such committee only after a 
majority vote of the whole Board, after appropriate notice[, for 
refusal, failure, neglect, or inability to discharge such committee 
member's duties].
    (b) No change.
    (c) Except as otherwise provided by applicable law, no committee 
shall have the power or authority of the Board with regard to: amending 
the Restated Certificate of Incorporation or the By-Laws of Nasdaq; 
adopting an agreement of merger or consolidation; recommending to the 
[stockholder] stockholders the sale, lease, or exchange of all or 
substantially all Nasdaq's property and assets; or recommending to the 
[stockholder] stockholders a dissolution of Nasdaq or a revocation of a 
dissolution. Unless the resolution of the Board expressly so provides, 
no committee shall have the power or authority to authorize the 
issuance of stock.
    (d) The Board may appoint an Executive Committee, which shall, to 
the fullest extent permitted by Delaware Law and other applicable law, 
have and be permitted to exercise all the powers and authority of the 
Board in the management of the business and affairs of Nasdaq between 
meetings of the Board, and which may authorize the seal of Nasdaq to be 
affixed to all papers that may require it. The Executive Committee 
shall consist of three or four Directors, including at least one Public 
Director. The [President] Chief Executive Officer of Nasdaq shall be a 
member of the Executive Committee. The number of Non-Industry committee 
members shall equal or exceed the number of Industry committee members 
plus the [President] Chief Executive Officer. An Executive Committee

[[Page 33388]]

member shall hold office for a term of one year. At all meetings of the 
Executive Committee, a quorum for the transaction of business shall 
consist of a majority of the Executive Committee[, including not less 
than 50 percent of the Non-Industry committee members]. In the absence 
of a quorum, a majority of the committee members present may adjourn 
the meeting until a quorum is present.
    (e) The Board may appoint a Finance Committee. The Finance 
Committee shall advise the Board with respect to the oversight of the 
financial operations and conditions of Nasdaq, including 
recommendations for Nasdaq's annual operating and capital budgets and 
proposed changes to the rates and fees charged by Nasdaq. The Finance 
Committee shall consist of three or four Directors. The [President] 
Chief Executive Officer of Nasdaq shall serve as a member of the 
Committee. A Finance Committee member shall hold office for a term of 
one year.
    (f) No change.
    (g) No change.
    (h) Upon request of the Secretary of Nasdaq, each prospective 
committee member who is not a Director shall provide to the Secretary 
such information as is reasonably necessary to serve as the basis for a 
determination of the prospective committee member's classification as 
an Industry, Non-Industry, or Public committee member. The Secretary of 
Nasdaq shall certify to the Board each prospective committee member's 
classification. Such committee members shall update the information 
submitted under this Section at least annually and upon request of the 
Secretary of Nasdaq, and shall report immediately to the Secretary any 
change in such [classification] information.

    Conflicts of Interest; Contracts and Transactions Involving 
Directors

    Sec. 4.14  (a) No change.
    (b) No contract or transaction between Nasdaq and one or more of 
its Directors of officers, or between Nasdaq and any other corporation, 
partnership, association, or other organization in which one or more of 
its Directors or officers are directors or officers, or have a 
financial interest, shall be void or voidable solely for this reason 
if: (i) the material facts pertaining to such Director's or officer's 
relationship or interest and the contract or transaction are disclosed 
or are known to the Board or the committee, and the Board or committee 
in good faith authorizes the contract or transaction by the affirmation 
vote of a majority of the disinterested Directors, even though the 
disinterested Directors be less than a quorum; (ii) the material facts 
are disclosed or become known to the Board or committee after the 
contract or transaction is entered into, and the Board or committee in 
good faith ratifies the contract or transaction by the affirmative vote 
of a majority of the disinterested Directors, even though the 
disinterested Directors be less than a quorum; or (iii) the material 
facts pertaining to the Director's or officer's relationship or 
interest and the contract or transaction are disclosed or are known to 
the [stockholder] stockholders entitled to vote thereon, and the 
contract or transaction is specifically approved in good faith by vote 
of the [stockholder. Only disinterested Directors may be counted in 
determining the presence of a quorum at the portion of a meeting of the 
Board or of a committee that authorizes the contract or transaction. 
This subsection shall not apply to a contract or transaction between 
Nasdaq and: the NASD, NASD Regulation, Nasdaq-Amex, or Amex] 
stockholders.
* * * * *
Article V  NASDAQ Listing and Hearing Review Council
    Appointment and Authority

    Sec. 5.1  No change.
    Number of Members and Qualifications

    Sec. 5.2  No change.
    Nomination Process

    Sec. 5.3  The Secretary of Nasdaq shall collect from each nominee 
for the office of member of the Nasdaq Listing and Hearing Review 
Council such information as is reasonably necessary to serve as the 
basis for a determination of the nominee's qualifications and 
classification as an Industry or Non-Industry member, and the Secretary 
shall certify to the National Nominating Committee each nominee's 
qualifications and classification. After appointment to the Nasdaq 
Listing and Hearing Review Council, each member shall update such 
information at least annually and upon request of the Secretary, and 
shall report immediately to the Secretary any change in such 
[qualifications or classification] information.
* * * * *
Article VII  Officers, Agents, and Employees

    Principal Officers

    Sec. 7.1  The principal officers of Nasdaq shall be elected by the 
Board and shall include a Chair, a Chief Executive Officer, a 
President, a Secretary, a Treasurer, and such other officers as may be 
designated by the Board. One person may hold the offices and perform 
the duties of any two or more of said principal offices, except the 
offices and duties of President and Vice President or of President and 
Secretary. None of the principal officers, except the Chair of the 
Board and the [President] Chief Executive Officer, need be Directors of 
Nasdaq.

    Election of Principal Officers; Term of Office

    Sec. 7.2  No change.

    Subordinate Officers, Agents, or Employees

    Sec. 7.3  In addition to the principal officers, Nasdaq may have 
one or more subordinate officers, agents, and employees as the Board 
may deem necessary, each of whom shall hold office for such period and 
exercise such authority and perform such duties as the Board, the Chief 
Executive Officer, the President, or any officer designated by the 
Board, may from time to time determine. Agents and employees of Nasdaq 
shall be under the supervision and control of the officers of Nasdaq, 
unless the Board, by resolution, provides that an agent or employee 
shall be under the supervision and control of the Board.

    Delegation of Duties of Officers

    Sec. 7.4  No change.

    Resignation and Removal of Officers

    Sec. 7.5  (a) Any officer may resign at any time upon written 
notice of resignation to the Board, the Chief Executive Officer, the 
President, or the Secretary. Any such resignation shall take effect 
upon receipt of such notice or at any later time specified therein. The 
acceptance of a resignation shall not be necessary to make the 
resignation effective.
    (b) No change.

    Bond

    Sec. 7.6  No change.

    Chair of the Board

    Sec. 7.7  The Chair of the Board shall preside at all meetings of 
the Board and stockholders at which the Chair is present. The Chair 
shall exercise such other powers and perform such other duties as may 
be assigned to the Chair from time to time by the Board.

    [President] Chief Executive Officer

    Sec. 7.8  The Chief Executive Officer shall, in the absence of the 
Chair of the Board, preside at all meetings of the Board and 
stockholders at which the Chief Executive Officer is present. The Chief 
Executive Officer shall be the chief executive officer of Nasdaq and 
shall have general supervision over the business and affairs of Nasdaq. 
The Chief Executive Officer shall have all

[[Page 33389]]

powers and duties usually incident to the office of the Chief Executive 
Officer, except as specifically limited by a resolution of the Board. 
The Chief Executive Officer shall exercise such other powers and 
perform such other duties as may be assigned to the Chief Executive 
Officer from time to time by the Board.

    President

    Sec. [7.8]7.9  The President shall, in the absence of the Chair of 
the Board and the Chief Executive Officer, preside at all meetings of 
the Board and stockholders at which the President is present. The 
President [shall be the Chief Executive Officer of Nasdaq and] shall 
have general supervision over the business and affairs of Nasdaq. The 
President shall have all powers and duties usually incident to the 
office of the President, except as specifically limited by a resolution 
of the Board. The President shall exercise such other powers perform 
such other duties as may be assigned to the President from time to time 
by the Board.

    Vice President

    Sec. [7.9] 7.10  The Board shall elect one or more Vice Presidents. 
In the absence or disability of the President or if the office of 
President becomes vacant, the Vice Presidents in the order determined 
by the Board, or if no such determination has been made, in the order 
of their seniority, shall perform the duties and exercise the powers of 
the President, subject to the right of the Board at any time to extend 
or restrict such powers and duties or to assign them to others. Any 
Vice President may have such additional designations in such Vice 
President's title as the Board may determine. The Vice Presidents shall 
generally assist the President in such manner as the President shall 
direct. Each Vice President shall exercise such other powers and 
perform such other duties as may be assigned to such Vice President 
from time to time by the Board, the Chief Executive Officer or the 
President. The term ``Vice President'' used in this Section shall 
include the positions of Executive Vice President, Senior Vice 
President, and Vice President.

    Secretary

    Sec. [7.10] 7.11  The Secretary shall act as Secretary of all 
meetings of the [stockholder] stockholders and of the Board at which 
the Secretary is present, shall record all the proceedings of all such 
meetings in a book to be kept for that purpose, shall have supervision 
over the giving and service of notices of Nasdaq, and shall have 
supervision over the care and custody of the corporate records and the 
corporate seal of Nasdaq. The Secretary shall be empowered to affix the 
corporate seal to documents, the execution of which on behalf of Nasdaq 
under its seal, is duly authorized, and when so affixed, may attest the 
same. The Secretary shall have all powers and duties usually incident 
to the office of Secretary, except as specifically limited by a 
resolution of the Board. The Secretary shall exercise such other powers 
and perform such other duties as may be assigned to the Secretary from 
time to time by the Board, the Chief Executive Officer or the 
President.

    Assistant Secretary

    Sec. [7.11] 7.12  In the absence of the Secretary or in the event 
of the Secretary's inability or refusal to act, any Assistant 
Secretary, approved by the Board, shall exercise all powers and perform 
all duties of the Secretary. An Assistant Secretary shall also exercise 
such other powers and perform such other duties as may be assigned to 
such Assistant Secretary from time to time by the Board or the 
Secretary.

    Treasurer

    Sec. [7.12] 7.13  The Treasurer shall have general supervision over 
the care and custody of the funds and over the receipts and 
disbursements of Nasdaq and shall cause the funds of Nasdaq to be 
deposited in the name of Nasdaq in such banks or other depositories as 
the Board may designate. The Treasurer shall have supervision over the 
care and safekeeping of the securities of Nasdaq. The Treasurer shall 
have all powers and duties usually incident to the office of Treasurer 
except as specifically limited by a resolution of the Board. The 
Treasurer shall have all powers and duties usually incident to the 
office of Treasurer except as specifically limited by a resolution of 
the Board. The Treasurer shall exercise such other powers and perform 
such other duties as may be assigned to the Treasurer from time to time 
by the Board, the Chief Executive Officer or the President.

    Assistant Treasurer

    Sec. [7.13] 7.14  In the absence of the Treasurer or in the event 
of the Treasurer's inability or refusal to act, any Assistant 
Treasurer, approved by the Board, shall exercise all powers and perform 
all duties of the Treasurer. An Assistant Treasurer shall also exercise 
such other powers and perform such other duties as may be assigned to 
such Assistant Treasurer from time to time by the Board or the 
Treasurer.

Article VIII   Indemnification

    Indemnification of Directors, Officers, Employees, Agents, Nasdaq 
Listing and Hearing Review Council and Committee Members

    Sec. 8.1  (a) No change.
    (b) Nasdaq shall advance expenses (including attorneys' fees and 
disbursements) reasonably and actually incurred in defending any 
action, suit, or proceeding in advance of its final disposition to 
persons described in subsection (a); provided, however, that the 
payment of expenses incurred by such person in advance of the final 
disposition of the matter shall be conditioned upon receipt of a 
written undertaking by that person to repay all amounts advanced if it 
should be ultimately determined that the person is not entitled to be 
indemnified under this Section or otherwise.
* * * * *
Article IX  Capital Stock

    [Sole Stockholder] Certificates

    [Sec. 9.1  The NASD shall be the sole stockholder of the capital 
stock of Nasdaq.] Certificates
    [See 9.2  The] Sec. 9.1  Each stockholder shall be entitled to a 
certificate or certificates in such form as shall be approved by the 
Board, certifying the number of shares of capital stock in Nasdaq owned 
by [the] such stockholder.

    Signatures

    Sec. [9.3] 9.2  (a) Certificates for shares of capital stock of 
Nasdaq shall be signed in the name of Nasdaq by two officers with one 
being the Chair of the Board, the Chief Executive Officer, the 
President, or a Vice President, and the other being the Secretary, the 
Treasurer, or such other officer that may be authorized by the Board. 
Such certificates may be sealed with the corporate seal of Nasdaq or a 
facsimile thereof.
    (b) If any such certificates are countersigned by a transfer agent 
other than Nasdaq or its employee, or by a registrar other than Nasdaq 
or its employee, any other signature on the certificate may be a 
facsimile. In the event that any officer, transfer agent, or registrar 
who has signed or whose facsimile signature has been placed upon a 
certificate shall cease to be such officer, transfer agent, or 
registrar before such certificate is issued, such certificate may be 
issued by Nasdaq with the same effect as if such person were such 
officer, transfer agent, or registrar at the date of issue.

    Stock Ledger

    Sec. [9.4] 9.3  (a) A record of all certificates for capital stock 
issued by Nasdaq shall be kept by the Secretary or any other officer, 
employee, or agent

[[Page 33390]]

designated by the Board. Such record shall show the name and address of 
the person, firm, or corporation in which certificates for capital 
stock are registered, the number of shares represented by each such 
certificate, the date of each such certificate, and in the case of 
certificates which have been canceled, the date of cancellation 
thereof.
    (b) Nasdaq shall be entitled to treat the holder of record of 
shares of capital stock as shown on the stock ledger as the owner 
thereof and as the person entitled to vote such shares and to receive 
notice of meetings, and for all other purposes. Nasdaq shall not be 
bound to recognize any equitable or other claim to or interest in any 
share of capital stock on the part of any other person, whether or not 
Nasdaq shall have express or other notice thereof.

    Transfers of Stock

    Sec. [9.5] 9.4  (a) The Board may make such rules and regulations 
as it may deem expedient, not inconsistent with law, the Restated 
Certificate of Incorporation, or these By-Laws, concerning the 
issuance, transfer, and registration of certificates for shares of 
capital stock of Nasdaq. The Board may appoint, or authorize any 
principal officer to appoint, one or more transfer agents or one or 
more transfer clerks and one or more registrars and may require all 
certificates for capital stock to bear the signature or signatures of 
any of them.
    (b) Transfers of capital stock shall be made on the books of Nasdaq 
only upon delivery to Nasdaq or its transfer agent of: (i) a written 
direction of the registered holder named in the certificate or such 
holder's attorney lawfully constituted in writing; (ii) the certificate 
for the shares of capital stock being transferred; and (iii) a written 
assignment of the shares of capital stock evidenced thereby.

Cancellation

    Sec. [9.6] 9.5  Each certificate for capital stock surrendered to 
Nasdaq for exchange or transfer shall be canceled and no new 
certificate or certificates shall be issued in exchange for any 
existing certificate other than pursuant to Section [9.7] 9.6 until 
such existing certificate shall have been canceled.

Lost, Stolen, Destroyed, and Multilated Certificates

    Sec. [9.7] 9.6  In the event that any certificate for shares of 
capital stock of Nasdaq shall be multilated, Nasdaq shall issue a new 
certificate in place of such multilated certificate. In the event that 
any such certificate shall be lost, stolen, or destroyed, Nasdaq may, 
in the discretion of the Board or a committee appointed thereby with 
power so to act, issue a new certificate for capital stock in the place 
of any such lost, stolen, or destroyed certificate. The applicant for 
any substituted certificate or certificates shall surrender any 
multilated certificate or, in the case of any lost, stolen, or 
destroyed certificate, furnish satisfactory proof of such loss, theft, 
or destruction of such certificate and of the ownership thereof. The 
Board or such committee may, in its discretion, require the owner of a 
lost or destroyed certificate, or the owner's representatives, to 
furnish to Nasdaq a bond with an acceptable surety or sureties and in 
such sum as will be sufficient to indemnify Nasdaq against any claim 
that may be against it on account of the lost, stolen, or destroyed 
certificate or the issuance of such new certificate. A new certificate 
may be issued without requiring a bond when, in the judgment of the 
Board, it is proper to do so.

Fixing of Record Date

    Sec. [9.8] 9.7  The Board may fix a record date in accordance with 
Delaware law.

Article X  Miscellaneous Provisions

Corporate Seal

    Sec. 10.1  No change.

Fiscal Year

    Sec. 10.2  No change.

Waiver of Notice

    Sec. 10.3  (a) Whenever notice is required to be given by law, the 
Restated Certificate of Incorporation, or these By-Laws, a written 
waiver thereof, signed by the person or persons entitled to such 
notice, whether before or after the time stated therein, shall be 
deemed equivalent to notice. Neither the business to be transacted at, 
nor the purpose of, any regular or special meeting of the [stockholder] 
stockholders, Directors, or members of a committee of Directors need be 
specified in any written waiver of notice.
* * * * *
Article XI  Amendments; Emergency By-Laws

    By [Stockholder] Stockholders

    Sec. 11.1  These By-Laws may be altered, amended, or repealed, or 
new By-Laws may be adopted, at any meeting of the [stockholder] 
stockholders by the affirmative vote of the holders of at least 66\2/3\ 
percent of the voting power of the then outstanding stock entitled to 
vote, voting together as a single class, provided that, in the case of 
a special meeting, notice that an amendment is to be considered and 
acted upon shall be inserted in the notice or waiver of notice of said 
meeting.

    By Directors

    Sec. 11.2  No change.

    Emergency By-Laws

    Sec. 11.3  The Board may adopt emergency By-Laws subject to repeal 
or change by action of the [stockholder] stockholders which shall, 
notwithstanding any different provision of law, the Restated 
Certificate of Incorporation, or these By-Laws, be operative during any 
emergency resulting from any nuclear or atomic disaster, an attack on 
the United States or on a locality in which Nasdaq conducts its 
business or customarily holds meetings of the Board or the 
[stockholder] stockholders, any catastrophe, or other emergency 
condition, as a result of which a quorum of the Board or a committee 
thereof cannot readily be convened for action. Such emergency By-Laws 
may make any provision that may be practicable and necessary under the 
circumstances of the emergency.
* * * * *
Restated Certificate of Incorporation of the Nasdaq Stock Market, Inc.
    The undersigned, __________[Joan C. Conley, Corporate Secretary], 
the of The Nasdaq Stock Market, Inc. (``Nasdaq''), a Delaware 
corporation, does hereby certify:
    First: That the name of the corporation is The Nasdaq Stock Market, 
Inc. The date of the filing of its original Certificate of 
Incorporation with the Secretary of State of the State of Delaware was 
November 13, 1979. The name under which Nasdaq was originally 
incorporated was ``NASD Market Services, Inc.''
    Second: That the Certificate of Incorporation of Nasdaq [has been] 
is hereby amended and restated to read in its entirety as follows:

Article First

    The name of the corporation is The Nasdaq Stock Market, Inc.

Article Second

    The address of Nasdaq's registered office in the State of Delaware 
is 1209 Orange Street, City of Wilmington, County of New Castle, 
Delaware 19801. The name of Nasdaq's registered agent at such address 
is The Corporation Trust Company.

Article Third

    The nature of the business or purposes to be conducted or promoted 
is to engage in any lawful act or activity for which corporations may 
be

[[Page 33391]]

organized under the General Corporation Law of the State of Delaware, 
and, without limiting the generality of the foregoing business or 
purposes to be conducted or promoted, shall include, to the extent 
applicable to Nasdaq, the responsibilities and functions set forth in 
the ``Plan of Allocation and Delegation of Functions by NASD to 
Subsidiaries,'' as approved by the Securities and Exchange Commission, 
as amended from time to time.

Article Fourth

    [Nasdaq shall be authorized to issue a total of 2,000 shares of 
common stock with no par value.

Article Fifth

    Nasdaq shall be governed by the Board of Directors of such number 
and having such qualifications, powers, and duties as shall be provided 
in the By-Laws. The Board shall be selected in such manner, and shall 
serve for such term, as shall be stated in the By-Laws. The Board of 
Directors shall have the power to adopt, alter, or repeal the By-Laws 
of Nasdaq at any meeting at which a quorum is present] A. The total 
number of shares of stock which Nasdaq shall have the authority to 
issue is Three Hundred Thirty Million (330,000,000), consisting of 
Thirty Million (30,000,000) shares of Preferred Stock, par value $.01 
per share (hereinafter referred to as ``Preferred Stock), and Three 
Hundred Million (300,000,000) shares of Common Stock, par value $.01 
per share (hereinafter referred to as ``Common Stock'').
    B. The Preferred Stock may be issued from time to time in one or 
more series. The Board of Directors of Nasdaq (the ``Board'') is hereby 
authorized to provide for the issuance of shares of Preferred Stock in 
one or more series and, by filing a certificate pursuant to the 
applicable law of the State of Delaware (hereinafter referred to as 
``Preferred Stock Designation''), to establish from time to time the 
number of shares to be included in each such series, and to fix the 
designation, powers, preferences and rights of the shares of each such 
series and the qualifications, limitations and restrictions thereof. 
The authority of the Board with respect to each series shall include, 
but not limited to, determination of the following:
    (1) The designation of the series, which may be by distinguishing 
number, letter or title.
    (2) The number of shares of the series, which number the Board may 
thereafter (except where otherwise provided in the Preferred Stock 
Designation) increase or decrease (but not below the number of shares 
thereof then outstanding).
    (3) The amounts payable on, and the preferences, if any, of shares 
of the series in respect of dividends, and whether such dividends, if 
any, shall be cumulative or noncumulative.
    (4) Dates at which dividends, if any, shall be payable.
    (5) The redemption rights and price or prices, if any, for shares 
of the series.
    (6) The terms and amount of any sinking fund provided for the 
purchase or redemption of shares of the series.
    (7) The amounts payable on, and the preferences, if any, of shares 
of the series in the event of any voluntary or involuntary liquidation, 
dissolution or winding up of the affairs of Nasdaq.
    (8) Whether the shares of the series shall be convertible into or 
exchangeable for shares of any other class or series, or any other 
security, of Nasdaq or any other corporation, and, if so, the 
specification of such other class or series or such other security, the 
conversion or exchange price or prices or rate or rates, any 
adjustments thereof, the date or dates at which such shares shall be 
convertible or exchangeable and all other terms and conditions upon 
which such conversion or exchange may be made.
    (9) Restrictions on the issuance of shares of the same series or of 
any other class or series.
    (10) The voting rights, if any, of the holders or shares of the 
series.
    C. 1. Except as may otherwise be provided in this Restated 
Certificate of Incorporation (including any Preferred Stock 
Designation) or by applicable law, each holder of Common Stock, as 
such, shall be entitled to one vote for each share of Common Stock held 
of record by such holder on all matters on which stockholders generally 
are entitled to vote, and no holder of any series of Preferred Stock, 
as such, shall be entitled to any voting powers in respect thereof.
    2. Notwithstanding any other provision of this Restated Certificate 
of Incorporation, but subject to subparagraph 6 of this paragraph C. of 
this Article Fourth, in no event shall any record owner of any 
outstanding Common Stock which is beneficially owned, directly or 
indirectly, as of any record date for the determination of stockholders 
entitled to vote on any matter, by a person (other than an Exempt 
Person) who beneficially owns shares of Common Stock (``Excess 
Shares'') in excess of five percent (5%) of the then-outstanding shares 
of Common Stock, be entitled or permitted to vote any Excess Shares. 
For all purposes hereof, any calculation of the number of shares of 
Common Stock outstanding at any particular time, including for purposes 
of determining the particular percentage of such outstanding shares of 
Common Stock of which any person is the beneficial owner, shall be made 
in accordance with the last sentence of Rule 13d-3(d)(1)(i) of the 
General Rules and Regulations under the Securities Exchange Act of 
1934, as amended (the ``Exchange Act''), as in effect on the date of 
filing this Restated Certificate of Incorporation.
    3. The following definitions shall apply to this paragraph C. of 
this Article Fourth:
    (a) ``Affiliate'' shall have the meaning ascribed to that term in 
Rule 12b-2 of the General Rules and Regulations under the Exchange Act, 
as in effect on the date of filing this Restated Certificate of 
Incorporation.
    (b) A person shall be deemed the ``beneficial owher'' of, shall be 
deemed to have ``beneficial ownership'' of and shall be deemed to 
``beneficially own'' any securities:
    (i) which such person or any of such person's Affiliates is deemed 
to beneficially own, directly or indirectly, within the meaning of Rule 
13d-3 of the General Rules and Regulations under the Exchange Act as in 
effect on the date of the filing of this Restated Certificate of 
Incorporation;
    (ii) which such person or any such person's Affiliates has (A) the 
right to acquire (whether such right is exercisable immediately or only 
after the passage of time) pursuant to any agreement, arrangement or 
understanding (other than customary agreements with and between 
underwriters and selling group members with respect to a bona fide 
public offering of securities), or upon the exercise of conversion 
rights, exchange rights, rights, warrants or options, or otherwise; 
provided however, that a person shall not be deemed the beneficial 
owner of, or to beneficially own, securities tendered pursuant to a 
tender or exchange offer made by or on behalf of such person or any of 
such person's Affiliates until such tendered securities are accepted 
for purchase; or (B) the right to vote pursuant to any agreement, 
arrangement or understanding; provided, however, that a person shall 
not be deemed the beneficial owner of, or to beneficially own, any 
security by reason of such agreement, arrangement or understanding if 
the agreement, arrangement or understanding to vote such security (1) 
arises solely from a revocable proxy or consent given to such

[[Page 33392]]

person in response to a public proxy or consent solicition made 
pursuant to, and in accordance with, the applicable rules and 
regulations promulgated under the Exchange Act and (2) is not also then 
reportable on Schedule 13D under the Exchange Act (or any comparable or 
successor report); or
    (iii) which are beneficially owned, directly or indirectly, by any 
other person and with respect to which such person or any of such 
person's Affiliates has any agreement, arrangement or understanding 
(other than customary agreements with and between underwriters and 
selling group members with respect to a bona fide public offering of 
securities) for the purpose of acquiring, holding, voting (except to 
the extent contemplated by the proviso to (b)(ii)(B) above) or 
disposing of such securities;
provided, however, that (A) no person who is an officer, director or 
employee of an Exempt Person shall be deemed, solely by reason of such 
person's status or authority as such, to be the ``beneficial owner'' 
of, to have ``beneficial ownership'' of or to ``beneficially own'' any 
securities that are ``beneficially owned'' (as defined herein), 
including, without limitation, in a fiduciary capacity, by an Exempt 
Person or by any other such officer, director or employee of an Exempt 
Person, and (B) the Voting Trustee, as defined in the Voting Trust 
Agreement by and among Nasdaq, the National Association of Securities 
Dealers, Inc., a Delaware corporation (the ``NADS'', and The Bank of 
New York, a New York banking corporation, as such may be amended from 
time to time (the ``Voting Trust Agreement''), shall not be deemed, 
solely by reason of such person's status or authority as such, to be 
the ``beneficial owner'' of, to have ``beneficial ownership'' of or to 
``beneficially own'' any securities that are governed by and held in 
accordance with the Voting Trust Agreement.
    (c) A ``person'' shall mean any individual, firm, corporation, 
partnership, limited liability company or other entity.
    (d) ``Exempt Person'' shall mean Nasdaq or any Subsidiary of 
Nasdaq, in each case including, without limitation, in its fiduciary 
capacity, or any employee benefit plan of Nasdaq or of any Subsidiary 
of Nasdaq, or any entity or trustee holding Common Stock for or 
pursuant to the terms of any such plan or for the purpose of funding 
any such plan or funding other employee benefits for employees of 
Nasdaq or of any Subsidiary of Nasdaq.
    (e) ``Subsidiary'' of any person shall mean any corporation or 
other entity of which securities or other ownership interests have 
ordinary voting power sufficient to elect a majority of the board of 
directors or other persons performing similar functions are 
beneficially owned, directly or indirectly, by such person, and any 
corporation or other entity that is otherwise controlled by such 
person.
    (f) The Board shall have the power to construe and apply the 
provisions of this paragraph C. of this Article Fourth and to make all 
determinations necessary or desirable to implement such provisions, 
including, but not limited to, matters with respect to (1) the number 
of shares of Common Stock beneficially owned by any person, (2) whether 
a person is an Affiliate of another, (3) whether a person has an 
agreement, arrangement or understanding with another as to the matters 
referred to in the definition of beneficial ownership, (4) the 
application of any other definition or operative provision hereof to 
the given facts, or (5) any other matter relating to the applicability 
or effect of this paragraph C. of this Article Fourth.
    4. The Board shall have the right to demand that any person who is 
reasonably believed to hold of record or beneficially own Excess Shares 
supply Nasdaq with complete information as to (a) the record owner(s) 
of all shares beneficially owned by such person who is reasonably 
believed to own Excess Shares, and (b) any other factual matter 
relating to the applicability or effect of this paragraph C. of this 
Article Fourth as may reasonably be requested of such person.
    5. Any constructions, applications, or determinations made by the 
Board, pursuant to this paragraph C. of this Article Fourth, in good 
faith and on the basis of such information and assistance as was then 
reasonably available for such purpose, shall be conclusive and binding 
upon Nasdaq and its stockholders.
    6. Notwithstanding anything herein to the contrary, subparagraph 2 
of this paragraph C. of this Article Fourth shall not be applicable to 
any Excess Shares beneficially owned by (a) the NASD or its Affiliates 
until such time as the NASD beneficially owns five percent (5%) or less 
of the outstanding shares of Common Stock or (b) any other person as 
may be approved for such exemption by the Board prior to the time such 
person beneficially owns more than five percent (5%) of the outstanding 
shares of Common Stock. The Board, however, may not approve an 
exemption under this Section 6(b): (i) for a registered broker or 
dealer or an Affiliate thereof (provided that, for these purposes, an 
Affiliate shall not be deemed to include an entity that either owns ten 
percent or less of the equity of a broker or dealer, or the broker or 
dealer accounts for one percent or less of the gross revenues received 
by the consolidated entity); or (ii) an individual or entity that is 
subject to a statutory disqualification under Section 3(a)(39) of the 
Exchange Act. The Board may approve an exemption for any other 
stockholder if the Board determines that granting such exemption would 
(A) not reasonably be expected to diminish the quality of, or public 
confidence in, The Nasdaq Stock Market or the other operations of 
Nasdaq, on the ability to prevent fraudulent and manipulative acts and 
practices and on investors and the public, and (B) promote just and 
equitable principles of trade, foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to and facilitating transactions in securities 
or assist in the removal of impediments to or perfection of the 
mechanisms for a free and open market and a national market system.
    7. In the event any provision (or portion thereof) of this 
paragraph C. of this Article Fourth shall be found to be invalid, 
prohibited or unenforceable for any reason, the remaining provisions 
(or portions thereof) of this paragraph C. of this Article Fourth shall 
remain in full force and effect, and shall be construed as if such 
invalid, prohibited or unenforceable provision (or portion hereof) had 
been stricken herefrom or otherwise rendered inapplicable, it being the 
intent of Nasdaq and its stockholders that each such remaining 
provision (or portion thereof) of this paragraph C. of this Article 
Fourth remains, to the fullest extent permitted by law, applicable and 
enforceable as to all stockholders, including stockholders that 
beneficially own Excess Shares, notwithstanding any such finding.

Article Fifth

    A. The business and affairs of Nasdaq shall be managed by, or under 
the direction of, the Board. The total number of directors constituting 
the entire Board shall be fixed from time to time by the Board.
    B. The Board (other than those directors elected by the holders of 
any series of Preferred Stock provided for or fixed pursuant to the 
provisions of Article Fourth hereof, (the ``Preferred Stock 
Diectors'')) shall be divided into three classes, as nearly equal in 
number as possible, designated Class I, Class II and Class III. Class I 
directors shall initially serve until the first annual meeting of 
stockholders following the

[[Page 33393]]

effectiveness of this Restated Certificate of Incorporation; Class II 
directors shall initially serve until the second annual meeting of 
stockholders following the effectiveness of this Restated Certificate 
of Incorporation; and Class III directors shall initially serve until 
the third annual meeting of stockholders following the effectiveness of 
this Restated Certificate of Incorporation. Commencing with the first 
annual meeting of stockholders following the effectiveness of this 
Restated Certificate of Incorporation, directors of each class the term 
of which shall then expire shall be elected to hold office for a three-
year term and until the election and qualification of their respective 
successors in office. In case of any increase or decrease, from time to 
time, in the number of directors (other than Preferred Stock 
Directors), the number of directors in each class shall be apportioned 
as nearly equal as possible.
    C. Subject to the rights of the holders of any one or more series 
of Preferred Stock then outstanding, newly created directorships 
resulting from any increase in the authorized number of directors or 
any vacancies in the Board resulting from death, resignation, 
retirement, disqualification, removal from office or other cause shall 
only be filled by the Board. Any director so chosen shall hold office 
until the next election of the class for which such directors shall 
have been chosen and until his successor shall be elected and 
qualified. No decrease in the number of directors shall shorten the 
term of any incumbent director.
    D. Except for Preferred Stock Directors, any director, or the 
entire Board, may be removed from office at any time, but only for 
cause and only by the affirmative vote of [the majority of the whole 
Board of Directors.] at least 66\2/3\% of the total voting power of the 
outstanding shares of capital stock of Nasdaq entitled to vote 
generally in the election of directors (``Voting Stock''), voting 
together as a single class.
    E. During any period when the holders of any series of Preferred 
Stock have the right to elect additional directors as provided for or 
fixed pursuant to the provisions of Article Four hereof, then upon 
commencement and for the duration of the period during which such right 
continues: (i) the then otherwise total authorized number of directors 
of Nasdaq shall automatically be increased by such specified number of 
directors, and the holders of such Preferred Stock shall be entitled to 
elect the additional directors so provided for or fixed pursuant to 
said provisions, and (ii) each such additional director shall serve 
until such director's successor shall have been duly elected and 
qualified, or until such director's right to hold such office 
terminates pursuant to said provisions, whichever occurs earlier, 
subject to his earlier death, disqualification, resignation or removal. 
Except as otherwise provided by the Board in the resolution or 
resolutions establishing such series, whenever the holders of any 
series of Preferred Stock having such right to elect additional 
directors are divested of such right pursuant to the provisions of such 
stock, the terms of office of all such additional directors elected by 
the holders of such stock, or elected to fill any vacancies resulting 
from death, resignation, disqualification or removal of such additional 
directors, shall forthwith terminate and the total authorized number of 
directors of Nasdaq shall automatically be reduced accordingly.

Article Sixth

    A. A director of Nasdaq shall not be liable to Nasdaq or its 
stockholders for monetary damages for breach of fiduciary duty as a 
director, except to the extent that such exemption from liability or 
limitation thereof is not permitted under the General Corporation Law 
of the State of Delaware as the same exists or may hereafter be 
amended.
    B. Any repeal or modification of [the foregoing] paragraph A. shall 
not adversely affect any right or protection of a director of Nasdaq 
existing hereunder with respect to any act or omission occurring prior 
to such repeal or modification.

Article [Sixth] Seventh

    [Nasdaq reserves the right to amend, alter, change, or repeal any 
provisions contained in this Restated Certificate of Incorporation, in 
the manner now or hereafter prescribed by statute, and all rights 
conferred herein are granted subject to this reservation.] No action 
that is required or permitted to be taken by the stockholders of Nasdaq 
at any annual or special meeting of stockholders may be effected by 
written consent of stockholders in lieu of a meeting of stockholders.

[Article Seventh] Article Eighth

    In furtherance of, and not in limitation of, the powers conferred 
by law, the Board is expressly authorized and empowered to adopt, amend 
or repeal the By-Laws of Nasdaq: provided, however, that the By-Laws 
adopted by the Board under the powers hereby conferred may be amended 
or repealed by the Board or by the stockholders having voting power 
with respect thereto, provided further that, notwithstanding any other 
provision of this Restated Certificate of Incorporation or any 
provision of law which might otherwise permit a lesser vote or no vote, 
but in addition to any affirmative vote of the holders of any 
particular class or series of the stock required by law or this 
Restated Certificate of Incorporation, the affirmative vote of the 
holders of at least 66\2/3\% percent of the total voting power of the 
outstanding Voting Stock, voting together as a single class, shall be 
required in order for the stockholders to adopt, alter, amend or repeal 
any By-Law.

Article Ninth

    Nasdaq reserves the right to amend, alter, change, or repeal any 
provisions contained in this Restated Certificate of Incorporation, in 
the manner now or hereafter prescribed by statute, and all rights 
conferred herein are granted subject to this reservation; provided, 
however, that the affirmative vote of the holders of at least 66\2/3\% 
of the voting power of the outstanding Voting Stock, voting together as 
a single class, shall be required to amend, repeal or adopt any 
provision inconsistent with paragraph C. of Article Fourth, Article 
Fifth, Article Seventh, Article Eighth or this Article Ninth.

Article Tenth

    Nasdaq shall have perpetual existence.

Article Eleventh

    In light of the unique nature of Nasdaq and its operations and in 
light of Nasdaq's status as a self-regulatory organization, the Board 
of Directors, when evaluating (A) any tender or exchange offer or 
invitation for tenders or exchanges, or proposal to make a tender or 
exchange offer or request or invitation for tenders or exchanges, by 
another party, for any equity security of Nasdaq, (B) any proposal or 
offer by another party to (1) merge or consolidate Nasdaq or any 
subsidiary with another corporation or other entity, (2) purchase or 
otherwise acquire all or a substantial portion of the properties or 
assets of Nasdaq or any subsidiary, or sell or otherwise dispose of to 
Nasdaq or any subsidiary all or a substantial portion of the properties 
or assets of such other party, or (3) liquidate, dissolve, reclassify 
the securities of, declare an extraordinary dividend of, recapitalize 
or reorganize Nasdaq, (C) any action, or any failure to act, with 
respect to any holder or potential holder of Excess Shares subject to 
the limitations set forth in subparagraph 2 of paragraph C. of Article 
Fourth, (D) any demand or proposal, precatory or

[[Page 33394]]

otherwise, on behalf of or by a holder or potential holder of Excess 
Shares subject to the limitations set forth in subparagraph 2 of 
paragraph C. of Article Fourth or (E) any other issue, shall, to the 
fullest extent permitted by applicable law, take into account all 
factors that the Board of Directors deems relevant, including, without 
limitation, to the extent deemed relevant, (i) the potential impact 
thereof on the integrity, continuity and stability of The Nasdaq Stock 
Market and the other operations of Nasdaq, on the ability to prevent 
fradulent and manipulative acts and practices and on investors and the 
public, and (ii) whether such would promote just and equitable 
principles of trade, foster cooperation and coordination with persons 
engaged in regulating, clearing, settling, processing information with 
respect to and facilitating transactions in securities or assist in the 
removal of impediments to or perfection of the mechanisms for a free 
and open market and a national market system.
    Third: That such Restated Certificate of Incorporation has been 
duly adopted by [the stockholder of] Nasdaq in accordance with the 
applicable provisions of Sections 242 and 245 of the General 
Corporation Law of the State of Delaware and in accordance with Section 
228 of the General Corporation Law of the State of Delaware (by the 
written consent of its sole stockholder).
    In witness whereof, the undersigned [have] has executed this 
certificate this ____ [24th day of November, 1997] day of ________, 
____.

THE NASDAQ STOCK MARKET, INC.
By:__________
(signature)
[Joan C. Conley] [Corporate Secretary]
__________
(printed name)

(title)

II. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

    In its filing with the Commission, Nasdaq included statements 
concerning the purpose of, and basis for, the proposed rule change and 
discussed any comments it received on the proposed rule change. The 
text of these statements may be examined at the places specified in 
Item IV below. Nasdaq has prepared summaries, set forth in Sections A, 
B, and C below, of the most significant aspects of such statements.

A. Self-Regulatory Organization's Statement of the Purpose of, and 
Statutory Basis for, the Proposed Rule Change

1. Purpose
    The purpose of the proposed rule change is to amend Nasdaq's By-
Laws and Restated Certificate of Incorporation (``Certificate'') in 
accordance with the Restructuring Plan (the ``Restructuring'') approved 
by NASD members on April 14, 2000, with 3,423 members voting in favor 
and 652 against the Restructuring. The Restructuring involves 
broadening the ownership in Nasdaq (which is currently 100 percent 
owned by the NASD) through a two-phase private placement of common 
stock and warrants to NASD members, Nasdaq issuers, institutional 
investors and strategic partners. In order to implement the 
Restructuring, Nasdaq must amend its By-Laws and Certificate. The 
proposed rule change, as described below, includes amendments needed to 
implement Phase I of the Restructuring. During this Phase, Nasdaq will 
continue to operate under the Plan of Allocation and Delegation of 
Functions by the NASD to its Subsidiaries (the ``Delegation Plan''), as 
approved by the Commission. Nasdaq will submit an Application For, and 
Amendments to Application For, Registration as a National Securities 
Exchange or Exemption from Registration Pursuant to Section 5 of the 
Exchange Act (Form 1) to obtain exchange registration. After exchange 
registration, Nasdaq will no longer operate under the Delegation Plan.

By-Laws
Article I

    Nasdaq proposes to amend the definitions in Article I(i), (j), and 
(q) to reflect the newly created Chief Executive Officer position. See 
Article VII, Section 7.8. Nasdaq also proposes conforming amendments in 
Article IV, Sections 4.5, 4.11(c), 4.13(d) and (e); Article VII, 
Sections 7.1, 7.3, 7.5, 7.9, 7.10, 7.11, and 7.13; and Article IX, 
Section 9.2.

Article III

    Nasdaq proposes procedures for annual and special meetings of 
stockholders, including procedures for a stockholder to nominate 
persons for election to the Board or to propose business to be 
considered at an annual meeting.

Article IV

    Nasdaq proposes to amend Section 4.2 to permit the Board to 
determine the number of Directors. Currently, this Section requires 
that the number of Nasdaq Directors equal the number of NASD Regulation 
Directors. This provisions was designed to balance the roles of the 
subsidiaries in the current interlocking Board structure and is no 
longer applicable under the new structure. Under the proposed rule 
change, any increase in the size of the Board would be filled in 
accordance with the Certificate, as described below.
    Under Section 4.3, Nasdaq proposes to remove the requirement that 
all Directors also be Governors of the NASD Board. As part of the 
Restructuring, the non-NASD shareholders will have the right to 
nominate four Directors who will not be NASD Governors. These four 
Directors must be proposed to the NASD National Nominating Committee by 
a majority of non-NASD stockholders of Nasdaq. The number of Non-
Industry Directors would continue to equal or exceed the number of 
Industry Directors, plus the newly created Chief Executive Officer and 
the Nasdaq President (if they are elected to be Directors). To maintain 
this balance, the four new Nasdaq Director positions will be evenly 
split between Industry and Non-Industry Directors.
    Nasdaq proposes to amend Section 4.6 by deleting the provision that 
permits a Director to be removed with or without cause by a majority 
vote of the Board. Under the proposed rule change, a Director could 
only be removed for cause by an affirmative vote of at least 66\2/3\ 
percent of the total voting power of the outstanding shares of capital 
stock of Nasdaq entitled to vote generally in the election of 
directors, voting together as a single class. The Certificate contains 
a similar provision. See Article Fifth, Paragraph D, Certificate.
    Nasdaq proposes to amend Section 4.8 to authorize the Nasdaq Board, 
rather than the NASD Board, to fill vacancies on the Nasdaq Board. See 
also Article Fifth, Paragraph C, Certificate.
    Nasdaq proposes to amend Section 4.9 to provide that a quorum for 
the transaction of business at a Board meeting shall consist of a 
majority of the Board. The requirement that the quorum also include not 
less than 50 percent of the Non-Industry directors is eliminated, on 
the advice of NASD's Delaware Counsel that these provisions would be 
deemed, under Delaware's General Corporation Law (``Delaware Law''), to 
confer special voting powers on the non-industry members: Section 
141(d) of Delaware Law permits such disparity only where the Directors 
are elected by separate classes of stock, and such disparity of 
directors is delineated in the certificate of incorporation.

[[Page 33395]]

    Nasdaq proposes to amend Section 4.13(a) to eliminate a provision 
that the Board may remove a committee member only for refusal, failure, 
neglect, or inability to discharge the committee member's duties. 
Removal of a committee member would still require a majority vote of 
the whole Board and notice to the committee member.
    Nasdaq proposes to amend Section 4.14(b), which concerns interested 
party transactions, to permit the authorization or ratification of an 
interested party transaction by a majority of disinterested Directors, 
even if the number of such Directors does not constitute a quorum. The 
Section is further amended by eliminating a provision that excludes 
from application of the Section any contracts or transactions among the 
NASD companies. The amended Section will not apply to contracts or 
transactions among stockholders.

Article IX

    The text of Section 9.1, which states that the NASD shall be the 
sole stockholder of Nasdaq, is deleted. The remainder of Article IX is 
renumbered accordingly. References to a single stockholder throughout 
the By-Laws are amended to refer to ``stockholders.''

Article XI

    Currently, as sole stockholder of Nasdaq, the NASD may amend the 
Nasdaq By-Laws. Nasdaq proposes to amend Section 11.1 to eliminate this 
authority and provide that the Nasdaq By-Laws may be amended by an 
affirmative vote of the holders of at least 66\2/3\ percent of the 
voting power of the then outstanding stock entitled to vote, voting 
together as a single class. As under the current By-Laws, the Nasdaq 
Board also may amend the By-Laws. See also Article Eighth, Certificate.
Certificate
    Nasdaq is amending the Certificate to conform it to the changes 
described above,, as well as to make the following changes.

    Article Fourth

    Number of Shares: The Certificate currently authorizes Nasdaq to 
issues 2,000 shares of common stock. The authorization is increased to 
330 million shares.
    Blank Check Preferred Stock: Under Delaware Law, a certificate of 
incorporation of a corporation can authorize the issuance of shares of 
preferred stock, the terms of which are not set forth in the 
certificate of incorporation but may be fixed by the board of directors 
in the future. The Certificate authorizes the issuance of such shares 
and confers upon the Nasdaq Board such authority.
    Scaled Voting: Paragraph C of Article Fourth contains a ``scaled 
voting'' provision. Pursuant to this provision, beneficial owners of 
Nasdaq common stock have their voting power capped. Specifically, any 
person who benefically owns shares of common stock in excess of five 
percent of the then-outstanding shares of common stock (``Excess 
Shares'') will not be entitled or permitted to vote any such Excess 
Shares. This provision is not, however, applicable to: (1) the NASD or 
its affiliates until such time as NASD beneficially owns five percent 
of less of the outstanding shares of Nasdaq common stock; or (2) any 
other person approved by the Board for such an exemption before such 
person owns more than five percent of the outstanding shares of Nasdaq 
common stock. The purpose of this latter exemptive provision is to 
allow some flexibility should Nasdaq seek to enter into a business 
combination in which it would want to utilize shares of common stock in 
the transaction. The Nasdaq Board may not approve an exemption for a 
registered broker or dealer or an affiliate (with certain exceptions 
for affiliates as defined in the provision) or an individual or entity 
that is subject to a statutory disqualification under Section 3(a)(39) 
of the Act. The Nasdaq Board may grant an exemption to any other 
shareholder if the Board determines that granting an exemption would: 
(1) not reasonably be expected to diminish the quality of, or public 
confidence in, The Nasdaq Stock Market or the other operations of 
Nasdaq, on the ability to prevent fraudulent and manipulative acts and 
practices and on investors and the public, and (2) promote just and 
equitable principles of trade, foster cooperation and coordination with 
persons engaged in regulating, clearing, settling, processing 
information with respect to and facilitating transactions in securities 
or assist in the removal of impediments to or perfection of the 
mechanisms for a free and open market and a national market system.

    Article Fifth

    Board Size: Under Delaware Law, the number of directors must be 
fixed by, or in the manner provided in, the by-laws unless the 
certificate of incorporation fixes the number of directors, in which 
case a change in the number of directors shall be made only by 
amendment to the certificate of incorporation. The Certificate vests 
the Board with the exclusive authority to fix the number of directors 
of Nasdaq.
    Staggered Board: Delaware Law permits a corporation, either in its 
certificate of incorporation or in a stockholder-adopted by-law, to 
divide its board of directors into three classes, with the term of 
office of one-third of the directors expiring each year. A staggered or 
classified board of directors provides for continuity of membership and 
limits an acquiror's ability to effect a rapid change in control of a 
corporation and/or its management, since it will take at least two 
stockholder meetings, instead of one, for majority control of the board 
to shift. The Certificate contains such a provision. Under the amended 
Certificate, Directors elected to the classified board may be removed 
only for cause and by affirmative vote of at least 66\2/3\% of the 
total voting power of the outstanding shares of capital stock of Nasdaq 
entitled to vote generally in the election of directors, voting 
together as a single class. See also Article IV, Section 4.4, Bylaws.
    Filling Vacancies on the Board and Newly-Created Directorship: 
Under Delaware Law, unless otherwise provided in the certificate of 
incorporation or by-laws, (i) vacancies and newly-created directorships 
may be filled by a majority of the directors then in office, although 
less than a quorum, or by a sole remaining director, or (ii) if holders 
of any class or classes of stock are entitled to elect one or more 
directors, vacancies and newly-created directorships of such class or 
classes may be filled by a majority of the other directors elected by 
such class or classes. The Certificate vests the Board with the 
exclusive authority to fill vacancies on the Board and newly-created 
directorships.

Article Seventh

    Limitations on Stockholder Actions Without Meetings: Unless 
otherwise provided in the certificate of incorporation, stockholders of 
a Delaware corporation may take action without meetings, without prior 
notice and without a vote if a consent or consents in writing setting 
forth the action taken is signed by the holders of that number of 
shares that would be required to authorize the taking of such action at 
a meeting at which all shares were present. The Certificate prohibits 
stockholder action by written consent.

Articles Eighth and Ninth

    Power of Board to Amend By-Laws: Under Delaware Law, stockholders 
have the power to adopt, amend, or repeal by-laws. However, the 
certificate of incorporation can also confer this power upon the 
directors. The Certificate vests

[[Page 33396]]

the Nasdaq Board with such concurrent authority.
    Supermajority Voting Requirements for By-Law or Certificate 
Amendments: Delaware Law permits the certificate of incorporation to 
require a supermajority vote of stockholders for particular corporate 
action. The Certificate requires the approval of 66\2/3\% of the 
outstanding voting power for stockholder approval of amendments to 
certain provisions of the Certificate and for stockholders to amend the 
Nasdaq By-Laws.

Article Eleventh

    The amended Certificate includes a new constituency provision that 
reflects the unique nature of the Nasdaq and its operations and status 
as a self-regulatory organization. To the fullest extent permitted by 
applicable law, this provision requires the Board to take into account 
certain factors in evaluating tender or exchange offers, mergers or 
consolidations, voting exemptions pursuant to Article Fourth, and other 
issues. These factors include, but are not limited to: (i) the 
potential impact thereof on the integrity, continuity and stability of 
The Nasdaq Stock Market and the other operations of Nasdaq, on the 
ability to prevent fraudulent and manipulative acts and practices and 
on investors and the public, and (ii) whether such would promote just 
and equitable principles of trade, foster cooperation and coordination 
with persons engaged in regulating, clearing, settling, processing 
information with respect to and facilitating transactions in securities 
or assist in the removal of impediments to or perfection of the 
mechanisms for a free and open market and a national market system.
2. Statutory Basis
    Nasdaq believes that the proposed rule change is consistent with 
the provisions of Section 15A(b)(6) of the Act, which requires, among 
other things, that the Association's rules must be designed to prevent 
fraudulent and manipulative acts and practices, to promote just and 
equitable principles of trade, and, in general, to protect investors 
and the public interest. Nasdaq believes that the voting limitations 
and constituency provision in Articles Fourth and Eleventh of the 
Certificate will serve the public interest by ensuring that certain 
individuals or entities cannot gain under influence over the operations 
of the Nasdaq Stock Market.

B. Self-Regulatory Organization's Statement on Burden on Competition

    Nasdaq does not believe that the proposed rule change will result 
in any burden on competition that is not necessary or appropriate in 
furtherance of the purposes of the Act.

C. Self-Regulatory Organization's Statement on Comments on the Proposed 
Rule Change Received From Members, Participants, or Others

    Nasdaq neither solicited nor received comments on the proposed rule 
change.

III. Date of Effectiveness of the Proposed Rule Change and Timing 
for Commission Action

    Within 35 days of the date of publication of this notice in the 
Federal Register or within such longer period (i) as the Commission may 
designate up to 90 days of such date if it finds such longer period to 
be appropriate and publishes its reasons for so finding or (ii) as to 
which the self-regulatory organization consents, the Commission will:
    A. By order approve the proposed rule change; or
    B. Institute proceedings to determine whether the proposed rule 
change should be disapproved.

IV. Solicitation of Comments

    Interested persons are invited to submit written data, views, and 
arguments concerning the foregoing, including whether the proposed rule 
change is consistent with the Act. Persons making written submissions 
should file six copies thereof with the Secretary, Securities and 
Exchange Commission, 450 Fifth Street NW, Washington, DC 20549-0609. 
Copies of the submission, all subsequent amendments, all written 
statements with respect to the proposed rule change that are filed with 
the Commission, and all written communications relating to the proposed 
rule change between the Commission and any person, other than those 
that may be withheld from the public in accordance with the provisions 
of 5 U.S.C. 552, will be available for inspection and copying in the 
Commission's Public Reference Room. Copies of such filing will also be 
available for inspection and copying at the principal office of the 
NASD. All submissions should refer to File No. SR-NASD-00-27 and should 
be submitted by June 13, 2000.
    For the Commission, by the Division of Market Regulation, pursuant 
to delegated authority.\3\
---------------------------------------------------------------------------

    \3\ 17 CFR 200.30-3(a)(12).

Margaret H. McFarland,
Deputy Secretary.
[FR Doc. 00-12926 Filed 5-22-00; 8:45 am]
BILLING CODE 8010-01-W