AgendaDTC Eligible Security TypesOverview of the Underwriting ServiceUnderwriting Work FlowEligibilityOFACProcessingQuality AssurancePackaging/ ClosingVerificationNUWS / NIIDS ReengineeringMMI ProgramOlder Issue Eligibility

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DTC Eligible Security Types2006: Approximately 51,000 new issues underwritten worth nearly $4.4 Trillion

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Overview of the Underwriting ServiceUnderwriting Work Flow

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Underwriting Work FlowEligibility RequirementsApplication for Eligibility Paper Based Eligibility QuestionnaireWUN - Web UnderwritingPUND - Participant Underwriting

Offering StatementPaper Based Prospectus/Official StatementELF- Electronic Filing SystemLetter of Representations (For Book Entry Only)BLOR, ILOR & RidersOperational Arrangements (OA)

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G O L D M A N S A C H S P R E S E N T A T I O N

Electronic File ( ELF) Management System Stores, retrieves, and manages offering documents

Reduces paper flow,improves efficiencies and reduces costs associated with delivery of hard copy

Provide inquiry capabilities to other DTCC areas including Dividends, Reorg and Legal.

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Underwriting Work Flow ProcessingInput of Security Information

Issuer NameSecurity DescriptionSettlement DateOffering AmountCUSIP #Interest RateMaturity DatePricingInterest Payment StructurePuts / CallsTransfer Agent #DTC Participant #

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The Office of Foreign Assets Control (OFAC)The Office of Foreign Assets Control (OFAC) of the U.S. Department of Treasury administers and enforces a series of laws that impose economic sanctions designed to further U.S. foreign policy and national security objectives.

Sanctions are imposed against targeted foreign countries and territories, as well as specially designated nationals (SDNs) and blocked persons, which may include terrorists, international narcotics traffickers, and those engaged in activities related to the proliferation of weapons of mass destruction.

All financial institutions, including U.S. banks and subsidiaries of U.S. banks, are required to comply with the economic sanctions and embargo programs administered under regulations issued by OFAC.

Systemic Screening within Underwriting Database

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Underwriting Work FlowVerifies Critical Data Prior to Closing144APortal IndicatorInterest Payment StructureRecord DatesDTC Participant #Required Documentation ReceivedQuality Assurance (QA)

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Underwriting Work FlowPackagingCustodian is DTCORCustodian is Transfer Agent (FAST)

DTCs FAST program allows the Depository to place its customers assets in the custody of participating FAST Transfer Agents. In doing so, the movement of physical securities is minimized, thus reducing the risks associated with lost securities, as well as the costs of insuring, handling, and shipping physical certificates.

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Underwriting Work FlowClosingFast Reject Automated Confirmation (FRAC)

Cut off Time: 1:15 P.M

Late Credit Closing

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Underwriting Work FlowVerification of Asset Servicing Details

To Ensure Data QualityVendor (Bloomberg)

Master File Maintenance

GWIZ

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Communications ExternalLead UnderwritersFinancial AdvisorsAgentsCounselDTC ParticipantsCorrespondentsIssuersIndustry GroupsStandard & PoorsNYSE, American & NASDAQ

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Communications InternalUnderwritingSecurities ValuationDepositsVaultOther DTC Depts.ReorgReconPlanningLegalRedemptionsDividends

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MMI ProgramEligible MMI ProductsInstitutional Certificates of DepositMedium-Term NotesDeposit NotesBank NotesCommercial Paper

Automated Processing vs. Underwriting ProcessIssuing/Paying Agents (IPAs)

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Older Issue EligibilityEligibility Request Form Submitted by DTC ParticipantCopy of CertificateLOR for Book-Entry Only IssuesLegal Opinion Required for Certain Restricted Securities

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Strategic goal: implement a unified end-to-end platform from issuance through entire asset servicing life cycleProvide more accurate and timely servicing informationReplace legacy sub-systems with newly architected platform Automate and streamline redundant processes and data storage Increase flexibility with rules-based systemEnhance functionality: ISO15022, multi-currency, international numbering systemsReduce ongoing technology support costsSupport New Issue Information Dissemination

Reengineering Objectives

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New Issue Information DisseminationSyndicate Desk Communicate to members of the underwriting syndicate, vendors, and non-syndicate members partially automated/ManualTrading of New IssueMiddle Office (Trade support)Receipt and Set up of New Security Master Data - Manual or from vendorDTC Eligibility, Closing and DistributionSyndicate Operations Communication to DTC - Manual

Current State of New Issue Processing

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Current State of New Issue Processing

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New Issue Information DisseminationSyndicate DeskCommunication to members of the underwriting syndicate Automated/ManualCommunication to the Vendors/non syndicate members Automated by DTC

Trading of New IssueMiddle Office (Trade support) Procurement/Receipt and Set up of New Security Master Data - Manual at firm or vendor Automated by DTC

DTC Eligibility, Closing and DistributionSyndicate Operations Communication to DTC and other industry utilities - Automated by DTC

Future State of New Issue Processing

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Future State of New Issue ProcessingNew Issue Information Dissemination How will DTC automate?DTC is linking with Major Book Building/Running Services (Bondesk Syndicate, Dealogic, i-Deal, Marketpipe, NAPA, Bloomberg Deal, ZIA) DTC has flexibility to link with underwriters proprietary Book Building/Running, trade processing, security master system(s) or service bureauDTC is linking to information service providers, service bureaus, participants, and regulators

Trading of New Issue How will DTC automate?DTC will provide for real time distribution of new issue information required for security master set up for DTC Participants and Bank Custodians.

DTC Eligibility, Closing and Distribution How will DTC automate?Syndicate Operations DTC will store new issue information for the purposes of eligibility closing and distribution

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Future State of New Issue ProcessingThe Real Time New Issue Electronic Pipeline

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Avoids re-keying STP from bookbuilding/running systemsAutomated regulatory compliance of MSRB rule G34 and NASD rule 6260 Automated dissemination to vendors in real time Bloomberg, Interactive, S&P, ectFacilitates faster processing of secondary market trades - Automated receipt of security data in real time

Future State Benefits New Issue Information Dissemination

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Future State BenefitsUnderwriting Eligibility, Closing and Distribution

Facilitates more timely and efficient eligibility process No rework for institutional customer trade processingAbility to view real times status of eligibility and closing process and take action Facilitates better control of disincentive fees through an alarm clock warning systemFacilitates better control of the correspondent/clearing firm relationshipEnhanced audit trail - ability to view field(s) change history on web based screensGreater ability to capture asset serving information and pass to DTC Corporate Actions System

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Future State Benefits Underwriting Eligibility, Closing and Distribution

Enhanced Functionality Supports more complicated asset typesSupports issues with multiple underwritersSupports streamlined over-allotment processingSupports issue queriesWill support electronic agent confirmation of issue detailsWill support links to other industry utilities (e.g. CUSIP, PORTAL, Euroclear and Clearstream)

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Future State Practical Implications - Out with the Old

Hard Copy, Faxed, and e-mailed information and offering documents will no longer be accepted by DTCDiscontinue separate e-mails/faxs/phone calls to information service providers, DTC, and other industry utilitiesWeb Underwriting System (WUN) - RetiredParticipant Underwriting System (PUND) - RetiredDTC Prospectus e-mailbox - Retired Paper DTC Eligibility Questionnaire - RetiredManual status of issue eligibility and closing process

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Future State -- In with the new

Web-based system with enhanced functionality Accessible through DTC SMART Network, or internet utilizing digital certificatesThree factor authentication User ID, Password, and location (via network or digital certificate) User Access - Each Participant will have an access coordinatorEach firms access coordinator can assign an access coordinator for the Underwriting systemThe access coordinator for the Underwriting system will be able to add, modify and delete users.

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Future State -- In with the new

Electronic path into DTC for each asset class resulting in earlier delivery of information to DTCe-Eligibility form Correspondent underwriters must use system or utilize clearing firms facilitates closer communication and coordinationDeal offering documentation must be uploaded into the systemReal time message based data distribution for each Asset Class Real time deal status via an electronic Dashboard

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Questions

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Three Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UATThree Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UATThree Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UATThree Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UATThree Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UATThree Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UATThree Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UATThree Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UATThree Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UATThree Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UATThree Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UATThree Month Milestones contractually defined with details to come from finalization of project plan prior to Commence Business SpecificationsAlthough 3 years in duration, major components of the development, longest gap in major deliverable is under a year: Finalize agreement and project plan prior to commence projects 9 month Specifications (at end is full specifications and verification of performance Mid-point (19 Month) UAT of Underwriting Underwriting completion at 27th month Initiate a 9 month UAT