Shareholders Information - Philadelphia Stock Exchange

Philadelphia Stock Exchange, Inc. Class B Common Stock

Conversion of Class A Common Stock

On January 20, 2007, each share of Class A Common Stock of Philadelphia Stock Exchange, Inc. (the “Exchange”) automatically converted, by operation of law, into one share of Class B Common Stock.

Par Value: The Class B Common Stock has a par value of $0.01 per share.

Outstanding Shares: As of January 20, 2007, after giving effect to the conversion of the Class A Common Stock into Class B Common Stock, there were 441,504 shares of Class B Common Stock outstanding.

As a result of the conversion of the Class A Common Stock, the only common stock of the Exchange is the Class B Common Stock.

Holders of Class A Common Stock are required to surrender certificates for all such shares to the Exchange’s Registrar and Transfer Agent, Stock Trans Inc., Attention Reorganization Department, at the address listed on the enclosed Letter of Transmittal, for conversion to Class B Common Stock. An endorsed Letter of Transmittal must accompany all certificates surrendered for conversion.

Letter of Transmittal

Voting Rights
Each holder of Class B Common Stock will have one vote in respect of each share held by such holder on each matter on which the holders of the Class B Common Stock are entitled to vote as provided by Delaware law and the Exchange’s Certificate of Incorporation and By-Laws. Among other things, the holders of the Class B Common Stock have:

the right to vote on all amendments to the Certificate of Incorporation;
the right to vote on any merger of the Phlx with or into another entity (with certain limited exceptions prescribed by Delaware law); and
the right to elect to, and to remove from, the Board of Governors of the Exchange all Governors other than those Governors entitled to be elected by the Members of the Exchange through the Series A Preferred Stock.

Dividend Rights
The holders of the Class B Common Stock will be entitled to receive such dividends as may be declared from time to time by the Board of Directors of the Exchange in its sole discretion. The holders of the Class B Common Stock do not have any right or entitlement to a “Special Dividend” or any other distribution unless and until any such dividend or distribution is declared by the Board in its sole discretion.

Procedures for Transfer
The Class B Common Stock may be sold, transferred or otherwise disposed of by following the same procedures as for sales, transfers and other dispositions of the Class A Common Stock prior to the conversion of the Class A Common Stock into Class B Common Stock.

Transfer Agent
StockTrans, Inc. is the Transfer Agent for all Class B Common Stock.

Current Indications of Trading Interest

Indication to Buy (BID)		Indication to Sell (Offer)
Price per Share	Shares Bid For	Shares	Shares Offered At
$1,350	100	$1,500	100
$1,100	1,100
$700	100

Last Reported Transactions
Date	Shares	Price
1/14/2008	100	$1,425
11/15/2007	100	$1,275
09/04/2007	100	$1,400

This Page Last Updated: 1/16/2008 11:45:11 AM

Access to Indications of Trading Interest

Persons who wish to express Indications of Interest or inquire as to what the presently outstanding Indications of Interest are may contact Shareholder Services. Prior to being given access to any information related to existing Indications of Interest, the person must complete and submit the following:

· PHLX Shareholder Services Pre-Qualification Form PDF
· PHLX Shareholder Services Access Agreement PDF

This process is detailed in PHLX Memorandum No. 0333-04 issued on February 12, 2004.

Transfer Process for stock certificates

The Exchange has retained StockTrans, Inc. (“StockTrans”) to serve as transfer agent related to the processing of transfer requests. All transfer requests should be forwarded to StockTrans directly. Requests for transfer must include the following:

· Transferee Representation Certificate PDF
· Transferor Representation Certificate PDF

This process is set forth in greater detail in PHLX Memorandum No. 0059-04 issued on January 8, 2004. It is important to understand this process to avoid any unnecessary delays or problems in the event that a shareholder is attempting to transfer shares of PHLX stock as part of a sale transaction or other conveyance.

All information should be mailed or faxed to:

Philadelphia Stock Exchange
Membership Services
1900 Market Street
Philadelphia, PA 19103-3584

Fax: (215) 496-5399

The Exchange is not soliciting purchases, sales or offers to purchase or sell on behalf of itself or any other party. It takes no responsibility for the information provided to or by the Exchange in accordance with the procedure described below, does not represent that any bids or offers are bona fide or currently available, or that they represent the best available market. Persons who receive information from Shareholder Services pursuant to these procedures may contact one another regarding the potential purchase or sale of PHLX shares directly. The Exchange will not assist any party in communicating or negotiating with any person who has indicated interest in purchasing or selling Common Stock, and interested parties should negotiate the terms (including payment and delivery mechanics) between themselves. The Exchange does not guarantee the completion of any purchase or sale transaction. The Exchange assumes no obligation to continue to perform any of the functions described herein, and may modify or waive these procedures, impose additional conditions generally or in specific instances, or cease to receive or provide information concerning indications of purchase or selling interest, temporarily or permanently, at any time and without prior notice. The Exchange is not establishing a market for the Common Stock by providing this information on a selective basis. The information that may be provided is not complete in that, among other things, the Exchange has not solicited anyone to provide this information and does not solicit purchases or sales or offers to purchase or sell Common Stock. There may be other means to purchase or sell Common Stock such as directly contacting persons whom one believes may be a stockholder or a member of the Exchange.

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