ADP Expands Focus of Brokerage Services Group with New Three-Tier Service Offering; Agrees to Acquire U.S. Clearing and BrokerDealer Services from Bank of America

New Business Process Outsourcing Strategy Results in Industry-First Offering of
Service Bureau, Operations Outsourcing and Clearing Services

NEW YORK, NY - June 22, 2004 - ADP Brokerage Services Group (ADP), a division of Automatic Data Processing, Inc. (NYSE: ADP), today announced plans to implement a new business process outsourcing (BPO) strategy that will strengthen its service offerings to meet the needs of a broader array of firms in the financial services marketplace.

As part of this BPO strategy, ADP has reached an agreement to acquire the U.S. Clearing and BrokerDealer Services divisions of Bank of America Corporation. The transaction is subject to regulatory review and is expected to close before the end of the calendar year.

"The acquisition of U.S. Clearing and BrokerDealer Services is a significant step as we move to implement a new strategy that will vastly expand our service offerings and further leverage ADP's 40-plus years of experience serving the financial services marketplace," said John Hogan, Group Co-President, ADP. "The acquisition of U.S. Clearing and BrokerDealer Services will allow us to provide both retail and institutional introducing broker clients a robust, industry-leading solution and enable us to complete our unique, comprehensive three-tier service offering for the industry."

"U.S. Clearing and ADP have had a longstanding partnership offering industry-leading services to retail and institutional broker/dealers, and we are pleased that this transaction will ensure the continuity of that support to these clients," said Michael Santo, President and CEO of Banc of America Investment Services Inc. "One of the many reasons this transaction is so appealing is that ADP shares our commitment to our employees and an emphasis on providing outstanding customer service."

When the acquisition of U.S. Clearing and BrokerDealer Services closes, ADP will be distinctively positioned to serve the financial services marketplace offering three comprehensive levels of service: Brokerage Processing Services (Service Bureau), Operations Outsourcing and Clearing Services.

Launching Comprehensive Range of BPO Services:

This new strategy will enable ADP to offer any brokerage firm, regardless of size, the appropriate range of outsourcing services to best meet its individual needs on one technology platform.

ADP Brokerage Processing Services (Service Bureau):

ADP Brokerage Processing Services (BPS) is the industry-leading back-office service bureau - the traditional service ADP has offered for more than 40 years - where self-clearing firms use ADP systems to manage their back-office operations.

ADP BPS services include real-time securities processing systems and desktop productivity applications for the financial services industry, supporting processing of North American equities, options, mutual funds and fixed-income securities. BPS handles everything from order management to clearance and settlement processing, and ensures that all regulatory reporting and other back-office requirements are covered.

"We remain committed to our trade processing service bureaus as well as our investor communication suites of products. These products will continue to be the foundation of all of our offerings to the financial services industry. Therefore we will maintain our focus on these products in regard to both World Class service and product leadership," said Hogan.

ADP Operations Outsourcing:

Operations Outsourcing allows ADP service bureau clients to outsource the operational, labor-intensive functions of trade clearance, settlement and custody while continuing to remain a separate self-clearing broker. This service is strictly associated with the labor-related activities necessary to perform typical back office functions. This unique offering will utilize ADP's multi-client system which will allow clients to realize significant economies of scale in the back office while preserving their independent broker dealer accounts for daily settlements with counter-parties. This service will allow clients to capitalize their business as they wish and to manage the financing of their business through their own Stock Loan Desk. ADP expects that clearing firms will find this offering attractive because of the economy of scale benefit it provides.

"We decided to offer Operations Outsourcing services based on client requests for a central operations staff that would allow them to achieve maximum economies of scale while remaining a self-clearing entity," said Hogan. "Our Operations Outsourcing services will allow clients that use our systems to significantly lower their cost of operations through our scale."

ADP Clearing Services:

When the acquisition of U.S. Clearing and BrokerDealer Services is completed, ADP will offer a traditional clearing service to retail and institutional broker/dealers in the United States who want to outsource their entire back office function and use ADP's capital to finance their businesses. ADP will offer all of the economies of scale benefits available to Operations Outsourcing clients in addition to all financing functions.

"We aim for product leadership and, through the acquisition of U.S. Clearing and BrokerDealer Services, are entering the clearing business with a robust, industry-leading service," said Hogan. "We have decided to pursue this opportunity in response to market demand. It is a natural extension of service for us which builds on the market position and service reputation we have built over the past 40 years serving the financial services industry. We already have the broadest set of products available in the market. Our existing global processing capability and our extensive investor communication suite of products when packaged as part of a clearing relationship will significantly differentiate our offering."

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