BY-LAWS OF THE DEPOSITORY TRUST CLEARING CORP

BY-LAWS

OF

THE DEPOSITORY TRUST & CLEARING CORPORATION

ARTICLE I

Shareholders

Section 1.1. Annual Meeting.  The annual meeting of shareholders of the Corporation

for the election of directors and the transaction of such other business as may properly come

before the meeting shall be held at such hour and place within the City of New York as the

Board of Directors shall determine, or, if not so determined, at 10:00 A.M. on the last day in

April at the principal office of the Corporation in the City of New York or, if that day shall be a

Saturday, Sunday or a legal holiday in the place where the meeting is to be  held, on the

immediately preceding day not a Saturday, Sunday or a legal holiday.

Section 1.2. Special Meetings.  Special meetings of shareholders of the Corporation

may be called by the Board of Directors, and shall be called by the Executive Chairman of the

Board, the Chief Executive Officer, the President, a Managing Director or the Secretary at the

written demand of a majority of the Board of Directors or the holders of at least twenty-five

percent (25%) of the class or classes of shares or series thereof entitled to vote at such meeting.

Any such call or demand shall state the purpose or purposes of the proposed meeting.  On failure

of any officer above specified to call a special meeting when duly demanded, any signer of such

demand may call such meeting and give the notice thereof.  Special meetings shall be held at

such place within or without the State of New York as may be specified in the notice thereof.  At

any special meeting only such business may be transacted which is related to the purpose or

purposes set forth in the notice thereof but any special meeting may be called and held in

conjunction with an annual meeting of shareholders.

Section 1.3. Record Date for Meetings and Other Purposes.  For the purpose of

determining the shareholders entitled to notice of or to vote at any meeting of shareholders or

any adjournment thereof, or to express consent to or dissent from any proposal without a

meeting, or for the purpose of determining shareholders entitled to receive payment of any

dividend or the allotment of any rights, or for the purpose of any other action, the Board of

Directors may fix, in advance, a date as the record date for any such determination of

shareholders.  Such date shall not be more than sixty nor less than ten calendar days before the

date of such meeting, nor more than sixty calendar days prior to any other action.

If no record date is so fixed by the Board, (a) the record date for the purpose of

determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be at

the close of business on the day next preceding the day on which notice is given or, if no notice

is given, the day on which the meeting is held, and (b) the record date for determining

shareholders for any other purpose shall be at the close of business on the day on which the

resolution of the Board relating thereto is adopted.