The 1999 Nominating Committee of National Securities Clearing Corporation ("NSCC") took office on May 16, 1998. The members of the Committee are listed as Exhibit A. It is the responsibility of the 1999 Nominating Committee to nominate six (6) persons for election as Participant Directors of NSCC at its Annual Meeting of Shareholders to be held in June 1999. The six (6) persons to be nominated as Participant Directors, if elected, will replace those Participant Directors whose terms of office are expiring in June 1999. The six (6) Participant Directors whose terms of office are expiring in June 1999 are: J. Michael Connelly, Gary F. Goldring, Robert F. Lucy, Kenneth K. Marshall, Thomas J. Perna and Peter Quick.

Messrs. Connelly, Goldring and Marshall are currently eligible for re-election to a one or two year term of office. Mr. Quick is eligible for re-election to a one year term of office. Messrs. Lucey and Perna are not eligible for re-election.

The Nominating Committee, in addition, is required to nominate four (4) persons for election to the 2000 Nominating Committee, which will take office immediately after the 1999 Annual Meeting of Shareholders and will assume similar responsibilities in connection with the 2000 Annual Meeting of Shareholders. The persons to be elected as members of the 2000 Nominating Committee will be elected for a two (2) year term. Three of the persons to be elected to the 2000 Nominating Committee will replace Messrs. Frank J. DeCongelio, Bernard L. Madoff and George C. McNamee. A fourth person will be elected to the 2000 Nominating Committee for the seat expiring in June 1999 which was recently vacated by retired Committee member Howard A. Shallcross, Sr.

Accordingly, the Nominating Committee wishes to invite the suggestions of NSCC Participants as to persons who might be nominated for (i) the six (6) Participant Director positions to be filled at the 1999 Annual Meeting of Shareholders, and (ii) the four (4) positions on the 2000 Nominating Committee.

A Participant Director must be a general partner or officer of an NSCC Participant, or hold such other similar management position which the Nominating Committee deems equivalent, who is not a member of the current Nominating Committee. The names of the six (6) NSCC Participant Directors, whose terms will expire in 1999 are listed as Exhibit B.

Each of the four (4) nominees for the 2000 Nominating Committee must be a general partner or officer of an NSCC Participant, or hold such other similar management position which the Nominating Committee deems equivalent, who is not a current director or a member of the current Nominating Committee.

Any suggestions you may have should be submitted by January 20, 1999 to the Nominating Committee, c/o National Securities Clearing Corporation, 55 Water Street, New York, New York 10041. For your convenience, we have included a sample form as Exhibit C. Please include the title and business address of any individual(s) suggested.

You will be contacted subsequently as to the Nominating Committee’s nominees for Participant Directors and members of the 2000 Nominating Committee and will have the opportunity to file petitions to nominate additional persons.

We look forward to receiving your input in the nomination process.

Very truly yours,

THE 1999 NOMINATING COMMITTEE OF NATIONAL SECURITIES CLEARING CORPORATION

By:

David F. Hoyt, as Secretary for the Nominating Committee

For copy of Nomination form in pdf format, click here.

Two Year Term of Office (Expires May 2000):

Robert F. Gartland
Managing Director
Morgan Stanley Dean Witter Discover & Company
1 Pierrepont Plaza, 11^th Floor
Brooklyn, NY 11201

James H. Morgan
President & CEO
Interstate/Johnson Lane Corporation
Interstate Tower
121 West Trade Street – Suite 1500
P.O. Box 1012
Charlotte, NC 28201

Darryl L. Pope
Principal, Service Division
Edward Jones
201 Progress Parkway
Maryland Heights, MO 63043

Two Year Term of Office (Expires June 1999):

Frank DeCongelio
Managing Director
Credit Suisse First Boston
11 Madison Avenue, 13^th Floor
New York, NY 10010

Bernard L. Madoff
Senior Managing Director
Bernard L. Madoff Investment Securities
885 Third Avenue, 18^th Floor
New York, NY 10022

George C. McNamee, Chairman
First Albany Corporation
30 S. Pearl Street
Albany, NY 112207

(Vacancy)

NATIONAL SECURITIES CLEARING CORPORATION

Participant Directors Whose Term of Office Expires in June, 1999:

Mr. J. Michael Connelly
Managing Director
BT Alex Brown, Inc.
375 West Padonia Road
Timonium, Maryland 21093

Mr. Gary F. Goldring
Senior Managing Director
Spear, Leeds & Kellogg
120 Broadway, 6^th Floor
New York, New York 10271

Robert F. Lucey
Senior Managing Director
Putnam Investments
One Post Office Square
Boston, Massachusetts 02109

Mr. Kenneth K. Marshall
Executive Vice President &
Chief Administrative Officer
Instinet
875 Third Avenue, 29^th Floor
New York, NY 10022

Mr. Thomas J. Perna
Executive Vice President
The Bank of New York
One Wall Street, 10^th Floor
New York, New York 10286

Mr. Peter Quick
President
Quick & Reilly Inc.
Broadway, 11^th Floor
New York, New York 10022