Documentation for Excused Withdrawal Under Schedule D of By-Laws

*These are suggested departments only. Others may be appropriate for your firm.

BACKGROUND AND EXPLANATION

Part VI, Sec. 7(b) of Schedule D to the NASD By-Laws permits excused withdrawals based on demonstrated legal or regulatory requirements when supported by appropriate documentation.

In order to streamline procedures for market makers requesting excused withdrawal for legal reasons relating to participation in an underwriting group for a secondary offering, the following procedure has been adopted:

A single letter furnished by the lead underwriter, listing all participating dealers, will be accepted by NASDAQ Operations as appropriate documentation for excused withdrawal status for all market makers participating in that underwriting.

The letter should include: the name of the security, the specific reason for the excused withdrawal request, and a list of the other firms participating in the underwriting. The letter must be signed by an officer of the firm, with the officer's title indicated.

The letter should be addressed to:

NASDAQ OPERATIONS
33 Whitehall Street
New York, NY 10004

As an alternative to mailing, the letter may be faxed to: (212) 509-5799.

The procedures described above apply to the documentation requirement only - individual market makers must still call NASDAQ Operations (212) 509-3640 and request the excused withdrawal.

In the case of excused withdrawal requests for other legal reasons, documentation should be supplied in the format described above, with reference to the specific securities law necessitating the withdrawal.

Please direct any questions on this notice to Sue Kober, NASDAQ Operations, (212) 858-4439.