BNY Securities Group is the global agency brokerage, clearing and financial services outsourcing sector of The Bank of New York; and Standard & Poor's is the world's leading provider of independent investment research, ratings and indices, and is a division of The McGraw-Hill Companies.

Under the agreement, BNY Brokerage Inc., a member of BNY Securities Group, will acquire certain of the assets and liabilities of Standard & Poor's Securities, Inc. (SPSI), the institutional brokerage subsidiary of Standard & Poor's. SPSI currently provides brokerage services for investment managers who subscribe to various Standard & Poor's analytic and research products. As a result of the alliance, BNY Brokerage will assume SPSI's client relationships, providing them with a wide range of direct market access and broker-assisted capabilities that offer choice in trading models. The transaction is subject to regulatory approval and is currently expected to close at the end of February 2005.

This alliance demonstrates The Bank of New York's strategy to work with leading independent providers of research and other financial services in a "best-of-breed" approach. Through this arrangement, Standard & Poor's research clients will have access to BNY Securities Group's diverse set of execution management platforms and premier commission management services. Standard & Poor's is selling its institutional brokerage business to BNY Brokerage to focus on its core business of providing independent research, data and analysis to investors to help them make better-informed financial decisions.

Hendrik Kranenburg, executive vice president of Standard & Poor's, said, "BNY Securities Group is the ideal choice to distribute our research. Our alliance enables SPSI's clients to benefit from Standard & Poor's investment research products in combination with BNY Securities Group's highly regarded execution and commission management services. BNY Securities Group's multiple execution platforms and breadth of products and services will provide our clients with the solutions they need to implement their diverse trading strategies."

Joseph M. Velli, Head of BNY Securities Group and senior executive vice president of The Bank of New York, said, "We are delighted to create this important strategic alliance with Standard & Poor's, the largest provider of independent equity research and corporate data. They share our vision and recognition of the value of independent third-party research to support our clients' investment decision-making."

Carey S. Pack, president of BNY Brokerage, added, "The acquisition of Standard & Poor's brokerage business reinforces our continuing goal of offering the institutional investment community, and Standard & Poor's clients in particular, a wide range of premier execution capabilities and sophisticated commission management services."