ADP Clearing & Outsourcing Services, Inc. Signs First Operations Outsourcing Client

New York, NY - May 5, 2005 - ADP Clearing & Outsourcing Services ("ADP Clearing"), a division of Automatic Data Processing, Inc. (NYSE: ADP), today announced it has signed a long-term contract with National Investor Services Corp ("NISC"), an affiliate company of TD Waterhouse Investor Services, Inc., for ADP's new and first of its kind Operations Outsourcing offering. Under the terms of the agreement, ADP will provide NISC with outsourcing services for a variety of clearing and custody related functions. NISC will remain a separate self-clearing broker owned by TD Waterhouse Group, Inc.

ADP's unique new offering enables clients to outsource various back-office functions to ADP. It creates a central operations staff that makes it possible for clients such as NISC to benefit from ADP's World Class service while maximizing economies of scale and remain a self-clearing entity on ADP's Brokerage Processing Services (BPS) back-office technology. This customized solution affords clients such as NISC the opportunity to outsource certain business activities without impacting the customer experience.

Tim Pinnington, Chief Executive Officer, TD Waterhouse Group, Inc., commented, "ADP's distinctive new offering allows us to rely on the strengths of their transaction processing, while benefiting from the associated cost savings."

Operations Outsourcing, a unique offering in the marketplace, allows ADP service bureau clients to outsource any or all of the operational, labor-intensive functions of trade clearance, settlement and custody while continuing to remain a separate self-clearing broker. This highly flexible solution affords any client the opportunity to continue to manage its core business activities with no impact to its customers and registered representatives while continuing to control its financing and related activities.

"We are delighted to partner with TD Waterhouse as the first client for this one-of-a-kind offering and are proud to be working with such a significant player in the retail brokerage marketplace," said John Hogan, co-President, ADP Brokerage Services Group.

Operations Outsourcing is part of ADP's three-tier strategy to offer any brokerage firm, regardless of size, the appropriate range of outsourcing services to best meet its individual needs on a single technology platform including service bureau, operations outsourcing, and correspondent clearing services.

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