Appleton, Jesse

From : Nason, David

Sent: >' Friday, March 21, 2008 12:18 PM To: Zuccarelli, Jennifer; Steel, Robert; Davis, Michele; Ryan, Tony

Cc: Jaconi, Kristen; McLaughlin, Brookly; Scogin, Matthew; Appleton, Jesse Subject: Re: NY Times Q on Capital for !Banks

I ' l l explain more this afternoon .

David G. Nason Department of the Treasury 202 . 622 . 2610

- - - - - Original Message - - - - From : Zuccare l l i , Jennifer To : Nason , David; Steel , Robert; Davis , Michele; Ryan , Tony Cc : Jaconi , Kristen; McLaughlin , Brookly; Scogin , Matthew; Appleton , Jesse Sent : Fri Mar 21 12 : 16 : 30 2008 Subj ect : RE: NY Times Q on Capital for IBanks

So I'd say something like this on deep background :

I --- - - Or i ginal Message- - - - From : Nason , David Sent : Friday , March 21 , 2008 11 : 20 AM To: Zuccare l li , Jennifer; Steel , Robert; Davis , Michele; Ryan , Tony Cc : Jaconi , Kristen; McLaughlin , Brookly; Scogin , Matthew; Appleton , Jesse Sub j ect : RE: NY Times Q on Capital for IBanks

I think I would point him to the SEC's statement after this went down - here are the rel evant excerpts from the SEC' s statement and the whole thing is. in the link . http : //www. sec.gov/news/press/2008/2008 -46.htm

Was Bear Stearns in compliance with applicable capital and liquidity requirements? 1

According to Bear Stearns' reports to the SEC , Bear Stearns' broker-dealers were in compl iance with the SEC's capital and customer protection rules . The SEC also supervises the Bear Stearns parent company , whose capital also exceeded relevant regulatory standards , and whose liquidity position had been relatively stable , ranging between $15 and $20 bil lion in the weeks preceding March 11 . As of the morning of Tuesday , March 11 , the parent company had over $17 bil lion in cash and unencumbered liquid assets.

What is the dif ference between capital and liquidity pools?

It is important to realize capital is not synonymous with liquidity . A firm can be highly capital ized , that is , can have more assets than liabilities , but can have liquidity problems if the assets cannot quickly be sold for cash or alternative sources of liquidity , inc l uding credit , obtained to meet other demands . While the ability of a securities firm to withstand market , c redit , and other types of stress events is linked to the amount of capital the firm possesses , the firm also needs suf ficient liquid assets , such as cash and U . S . Treasury securities , to meet its financial obligations as they arise .

- ----Original Message----From: Zuccare l l i , Jennifer Sent : Friday , March 21 , 2008 11:11 AM To : Steel , Robert; Nason , David; Davis , Michele; Ryan , Tony Cc : Jaconi , Kristen; McLaughlin , Brookly; Scogin , Matthew; App l eton , Jesse Subj ect: NY Times Q on Capital for I Banks

Ed Andrews of the NY Times wil l run his regulation story Sunday . He spoke to Nason yesterday about it . (b)(5)

a conf lict and

Thoughts on this one? See his Q below .

-----Original Message----From : Ed Andrews Sent : Friday , March 21 , 2008 10:48 AM To : Zuc carelli , Jennifer Subj ect : Re : No story?

Jennifer , They held it and plan to run the story in the Sunday paper . I

meant to email you , but they didn't decide til about 7 PM . I am also revising a little , because it seems to me one central issue - - and also a central fight -- wil l be whether to require higher capital reserves for investment banking firms . I know Paulson talked about capital reserves , but I am going back to see what he said or implied about actually requiring higher reserves .

Any guidance from you on this would be appreciated . /Ed

2

Appleton, Jesse

From: Nason, David Sent: Friday, March 21 , 2008 12 :24 PM To: Davis, Michele; Zuccarelli, Jennifer; Steel, Robert; Ryan, Tony Cc: Jaconi, Kristen; Mclaughlin, Brookly; Scogin, Matthew; Appleton, Jesse Subject: Re: NY Times Q on Capital for IBanks

Yes , that's where I was going - a short sentence l i ke that and point him to SEC Bear s tmt

David G. Nason Department o f the Treasury 202 . 622 . 2610

- - - - - Orig inal Mes s age ----From: Davi s , Michele To: Zuc c are l l i , Jenni fer; Nason , David; S tee l , Robert; Ryan , Tony Cc: Jacon i , Kri sten; McLaugh l i n , Brookly; Scog i n , Matthew; Appleton , Jes se Sent: Fri Mar 21 12:22:21 2008 Subj ect: Re: NY Times Q on Cap i t a l for IBanks

Can't we j us t s ay something about this wasn't a c ap i t a l problem , but a l iquidi ty problem?

Sent f rom my B l ackBerry W i reless Handheld ( www . treasury . gov )

- - - - - Original Mes s age - - - -From : Zuc c a re l l i , Jenni fer To: Nason , David; Steel , Robert; Dav i s , Michele; Ryan , Tony Cc : Jaconi , Kri s ten; McLaughl i n , Brookly; Scog i n , Matthew; Appleton , Jes se Sent : Fri Mar 21 12:16 : 30 2008 Subj ec t : RE: NY Times Q on Cap i t a l for IBanks a)(5)

(b )(5) So I'd say s omething l i ke thi s on deep background:

- - - - -Orig inal Me s s age - - - - From: Nason , David Sent : Friday , March 21, 2008 11:20 AM To : Zucc a rel l i , Jenni fer; Steel , Robert; Davi s , Michele; Ryan , Tony C c : Jaconi , Kr i s ten; McLaugh l i n , Brookly; Scog i n , Mat thew; App leton , Jesse Subj ect : RE: NY Times Q on Cap i tal for IBanks

1

(b> lo)

I think I would point him to the SEC's statement a fter this went down - here are the relevant excerpts from the SEC's statement and the whole thing is in the l ink. http : //www . sec . gov/news/press/ 2008 / 2008 - 46 . htm

Was Bear Stearns in c omp l iance with app l i cable c ap ital and l i quidity requi rements?

Accor d i ng to Bear Stearns' reports to the SEC , Bear Stearns' broker - dealers were in compli ance with the SEC's capital and customer protection rules . The SEC also supervises the Bea r Stearns parent company , whose c ap ital a lso exceeded relevant regul atory standards , and whose l i quidity position had been rel atively stable , ranging between $15 and $20 bi l l ion in the weeks preceding March 11. As of the morni ng of Tuesday , March 11 , the parent company had over $17 bi l l i on in cash and unencumbered l i quid assets.

What i s the dif ference between capital and l i quidity pools?

It is i mportant to real ize capita l is not synonymous with l i quidity . A f i rm can be highly capital i zed , that i s , can have more assets than l i ab i l ities , but can have l i quidity probl ems if the assets cannot qui ckly be sol d for cash or alternative sources of l i qu i d i t y , includ ing c redit , obtained to meet other demands . Whi le the abi l ity of a securi t i es f i rm to withstand market , c redit , and other types of stress events is l inked to the amount of capital the f i rm possesses , the f irm also needs suf f i c ient liquid assets , such as cash and U . S . Treasury securities , to meet its f inanci a l obl igations as they a rise .

- - - - - O r i ginal Message - - - -From : Zuc carel l i , Jenni fer Sent : F r i day , March 21 , 2008 11 : 11 AM To : Stee l , Robert; Nason , David; Davis , Mi chele; Ryan , Tony Cc : Jaconi , Kristen; McLaughl i n , Brookly; Scogin , Matthew; Appleton , Jesse Subj ect : NY Times Q on Capital for IBanks

Ed Andrews of the NY Times wi l l run his regulation story Sunday. He spoke to Nason yesterday about it. (b) lo)

Thoughts on this one? See his Q below.

- - - - - Original Message- - --From : Ed Andrews Sent: Friday , March 21 , 2008 10:48 AM To: Zuc carelli , Jenni fer Subj ect: Re : No story?

Jenn i fer, They held it and plan to run the story in the Sunday paper . I

meant to ema i l you , but they didn't dec ide ti l about 7 PM . I am also revising a little , because it seems to me one central issue - - and also a central fight - - wi l l be whether to require hi gher capital reserves for investment banking f i rms . I know Paulson talked about capital reserves , but I am goi ng back to see what he said or imp l ied about actua l ly requi ring higher reserves.

Any guidance f rom you on this would be apprec i ated . Ed

2

a con f l i ct and

3

Appleton,

- - - - Original Message-- -From : Nason , David '7nt : Friday , March 21, 2008 11:20 AM ; ,; Zucc a re l l i , Jennifer; Steel , Robert; Davis , Mi chele; Ryan , Tony

Cc: Jaconi , Kristen; McLaugh l in , Brookly; Scogin , Matthew; Appleton , Jesse Subj ect : RE: NY Times Q on Cap ita l for IBanks

Jesse Steel, Robert Friday, March 21, 2008 12:26 PM Davis, Michele; Zuccarelli, Jennifer; Nason, David; Ryan, Tony Jaconi, Kristen; Mclaughlin, Brookly; Scogin, Matthew; Appleton, Jesse Re: NY Times Q on Capital for !Banks

From: Sent: To: Cc: Subject:

Michel e's point is a good one . . . our , Treasury's pov , is a not real ated so much to safety and soundness and more to keeps the institutions on front foot re credit extension and helping the markets to work . .

- - - - - Original Message ----From : D avis , M i chele To : Zuc c a re l l i , Jennifer; Nason , David; Steel , Robert; Ryan , Tony Cc : Jaconi , Kristen; McLaugh l i n , Brookly; Scogin , Matthew; Appleton , Jesse Sent : Fri Mar 21 12:22:21 2008 Sub ject : Re : NY Times Q on Cap ital for IBanks

Can't we j ust say something about this wasn't a capital problem , but a l i quidity problem?

Sent from my B l ackBerry Wi reless Handheld ( www . treasury . gov )

- - - - - O r i ginal Message ----From : Zucc a re l l i , Jennifer To: Nason , David; Stee l , Robert; Davis, Michele; Ryan , Tony Cc : Jaconi , Kristen; McLaugh l i n , Brookly; Scogin , Matthew; Appleton , Jesse Sent : Fri Mar 21 12:16:3 0 2008 Subj ect: RE : NY Times Q on Capital for IBanks {b)(5)

(b)i5)

I think I would point him to the SEC's statement after this went down - here are the relevant excerpts from the SEC's statement and the whole thing is in the link . http : //www . sec . gov/news/press / 2008 / 2008-46 . htm

Was Bea r Stearns in compliance with applicable capital and liquidity requirements?

According to Bear Stearns' reports to the SEC , Bear Stearns' broker - dealers were in comp l i ance with the SEC's c apital and customer protection rules . The SEC also supervises the Bea r Stearns parent company , whose capital a lso exceeded relevant regulatory standa r ds , and whose liquidity position had been rel ative ly stable , ranging between $15 and $ 20 bil l ion in the weeks preceding March 11 . As of the morning of Tuesday , March 11 , the parent company had over $17 bil lion in cash and unencumbered liquid assets .

What is the difference between capita l and liquidity pools?

I t is important o rea lize capital is not synonymous with liquidity . A firm can be highly c apit a lized , that is , c h have more assets than liabilities , but can have liquidity problems if the assets cannot quickly be sol d for cash or a l ternative sources of liquidity , inc luding c redit , obt ained to meet other demands . While the ability of a securities firm to withst and market , credit , and other types of stress events is l inked to the amount o f capital the firm possesses , the firm also needs suf ficient liquid assets , such as c ash and U . S . Treasury securities , to meet its financial obligations as they arise .

- - - - -O riginal Message- - - - From : Zuc carel l i , Jennifer Sent : Friday , March 21 , 2008 11 : 11 AM To : S tee l , Robert; Nason , David; Davis , Michele; Ryan , Tony Cc : Jaconi , Kristen; McLaughlin , ; Scogin , Mat t hew; Appleton , JesseBro"oklySubj ect : NY Times Q on Capita l for IBanks

Ed Andrews of the NY Times wil l run his regulation story Sunday . He spoke to Nason yesterday about it .

a conf lict and J(5)

Thoughts on this one? See his Q below .

- - - - - Original Message - - --From : Ed Andrews Sent : Friday , March 21 , 2008 10:48 AM To : Zuc c a rel l i , Jennifer Subj ect : Re: No story?

Jennifer , They held it and p l an to run the story in the Sunday paper . I

·meant to email you , but they didn't decide til about 7 PM . I am also revising a lit t l e , because it seems to me one central issue -- and also a cent ral fight -- wil l be whether to require higher capi t a l reserves for

banking firms . I know Paulson talked about capital reserves , am going back to see what he said or implied about actually requiring higher

Any guidance f rom you on this would be appreciated. Ed

:ruestment r

LE:.:1Jerves .

2

Smith, Bernetta

From: Hoyt, Robert Sent: Sunday, March 16, 2008 8:44 AM To: Kashkari, Neel; Steel, Robert; Nason, David; Ryan, Tony; Norton, Jeremiah Subject: Re: Regulatory List

My c opy o f this cuts o f f in the midddle o f lb )(5)

thellllrpara is there a more complete version?

• - - - - - Original Message ----From : Kashkari , Neel To : S teel , Robert; Nason , David; Ryan , Tony; Norton, Jeremiah; Hoyt , Robert Sent : Sun Mar 16 07 : 46:13 2008 Subj ect : Fw : Regulatory List

Guys , pls see below. Here is j pm's expanded and presumably final list o f asks f rom USG ( most of which are for FRBNY) . Given sensitive nature of the doc , we prob should not fwd to o t hers . (b)co)

Happy t o help however I can... And Tim G will no doubt call some o f these folks too.

Thx

Neel

Original Message ----From : stephen . m.cutler@j pmorgan.com To : michael.holscher@ny.f rb.org ; Kashkari , Neel C c : thomas.baxter@ny.frb.org ; michael.schussler@ny.frb.org ; genova diane@j pmorgan.com ; -NEILA.RADIN@chase.com Sent : Sun Mar 16 00 : 43 : 45 2008 Sub j ec t : Regulatory List

THI S EMAIL WAS SENT BY D IANE GENOVA

Following our meeting and some preliminary discussions with Tom Baxter and Mike S chussler at NY Fed , this is a revised draft o f our regulatory list :

Generally , this communication is for informational purposes only and it is not intended as an of fer or solicitation for the purchase or sale of any financial instrument or as an o f ficial confirmation o f any t ransaction. In the event you are receiving the o ffering materials at tached below related to your interest in hedge funds or p rivate equity , this communication may be intended as an o f fer or solicitation for the purchase or sale of such fund ( s ) . All market prices , data and other information are not warranted as to completeness or accuracy and are subjec t to change without notice. Any comments or statements made herein do not necessarily reflect those of JPMorgan Chase & Co. , its

1

subsidiaries and affiliates . This transmission may contain information that is privileged, confidential, legally privileged, and/or exempt from disclosure under applicable law . If you are not the intended recipient, you are· hereby notified that any disclosure, copying, distribution, or use of the information contained herein (including any reliance thereon) is STRICTLY PROHIBITED . Although this transmission and any attachments are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by JPMorgan Chase & Co., its subsidiaries and affiliates, as applicable, for any loss or damage arising in any way from its use. If you received this transmission in error, please immediately contact the sender and destroy the material in its entirety, whether in electronic or hard copy format . Thank you. Please refer to http://www.jpmorgan.com/pages/disclosures for disclosures relating to UK legal entities.

2

Steel, Robert

From: Davis, Michele Sent: Friday, March 14, 2008 12:58 PM To: . Steel, Robert; Ryan, Tony; Mclaughlin, Brookly; Zuccarelli, Jennifer Subject: RE: tick tock points

Yes - worth adding. thanks

-----Original Message----From: Steel, Robert Sent: Friday, March 14, 2008 12:58 PM To: Davis, Michele; Ryan, Tony; McLaughlin, Brookly; Zuccarelli, Jennifer Subject: Re: tick tock points OJlo)

----- Original Message ----From: Davis, Michele To: Steel, Robert; Ryan, Tony; McLaughlin, Brookly; Zuccarelli, Jennifer Sent: Fri Mar 14 12:54:23 2008 Subject: tick tock points

Just talked to Bob about the tick tock, and I trirruned down what we walked through. Everyone is asking, and for deadline purposes we need to get these finalized no later than 3: 30 or 4. Please let me know if these are ok - they will be deep background, not quoted.

{b)'5)

1

Appleton, Jesse From: Patrick.M.Parkinson@frb.gov Sent: Friday, March 14, 2008 6:20 PM To: Ryan, Tony Cc: Steel, Robert; SirriE@sec.gov Subject: Re: PWG mtg- time sensitive

Attachments: PWG w-POTUS - Mar 17.ppt

PWG w-POTUS -Mar 17.ppt (201 ...

Tony,

(b) (S)However, re slide 3, I do not believe that

Pat

Tony . Ryan@do. trea s . gov

,.

To 03/14/2008 06: 04 Patrick. M.Parkinson@frb . gov, PM SirriE @sec . gov

cc Robert . Steel@do . treas.gov

Subject PWG mtg- time sensitive

Pat and Erik -

As I presume you know, there is a PWG meeting w/ POTUS on Monday . WH wants a draft of slides by tomorrow afternoon . Based on guidance the attached draft to get us started .

I received, I created

Can you please take a look and provide comments and suggestions by tomorrow am? is on recent ( including this weekend's) developments, so we might need to update to last slide early Mon am or Sunday night .

The the

focus next

ThanksTony

1

( See attached file: PWG w- POTUS - Mar 17 . ppt)

2

From:

Cc:

Steel, Robert

Sirrl, Erik R. [SirriE@sec.gov] Sent: Saturday, March 15, 2008 10:43 PM To: timothy.geithner@ny.frb.org; Ryan, Tony; patrick.m .parkinson@frb.gov; Steel, Robert

Colby, Robert LO Subject: statement

' Below is my first cut about what we might have in place as a joint statement for tomorrow in the event it is needed:

(b )(o)

..

1

Steel, Robert

From: Steel, Robert Sent: Saturday, March 15, 2008 11 :25 AM To: Ryan, Tony Subject: Fw:

Importance: High

( b \lS)

Thx

----- Original Message From: Nason, David To: Hoyt, Robert Cc: Steel, Robert Sent: Sat Mar 15 11:20:16 2008 Subject:

Bob

We're thinking a few things through re Bear wind down and we've got a few people outside the Treasury thinking abt the various wind down strategies. We have a call at 2pm today. Can you join and listen i n . I suspect that this is one of many issues to be discussed . I'll forward you the info.

David G. Nason Department of the Treasury 202.622.2610

..

1

(b )(5)

What do you guys think ...

My reactions ..

Your thoughts ..

Steel Robert

From: Steel, Robert Sent: Sunday, March 16, 2008 7: 19 AM To: Ryan, Tony; Nason, David Subject: Fw: statement

----- Original Message ----From: Sirri, Erik R. To: timothy.geithner@ny.frb.org ; Ryan, Tony; patrick.m.parkinson@frb.gov ; Steel, Robert Cc: Colby, Robert LO Sent: Sat Mar 15 22:43:29 2008 Subject: statement

Below is my first cut about what we might have in place as a joint statement for tomorrow in the event it is needed:

Lb)C5")

1

Steel, Robert

From: Kashkari, Neel Sent: Sunday, March 16, 2008 8:01 AM , To: Steel, Robert; Nason, David; Ryan, Tony; Norton, Jeremiah; Hoyt, Robert Subject: Re: Regulatory List

Defer to you all. JPM just asked us t o see where we could put our weight and support behind t he deal to maximize confidence at announcement and minimize risk bet ween annc and closing ( for the sake of the markets ... )

---- Original Message ----From: Steel, Robert To: Kashkari, Neel; Nason, David; Ryan, Tony; Norton, Jeremiah; Hoyt, Robert Sent: Sun Mar 16 07:51:27 2008 Subject: Re: Regulatory List

I have skirruned this ... Seems to me that-I will reach out to- now. (b)(o)

( b )15) View o f others . . ?

.. ----- Original Message ----From: Kashkari, Neel To: Steel, Robert; Nason, David; Ryan, Tony; Norton, Jeremiah; Hoyt, Robert Sent: Sun Mar 16 07:46: 13 2008 Subject: Fw: Regulatory List

Guys, pls see below. Here is jpm's expanded and presumably final list of asks from USG (most of which are for FRBNYJ. Given sensitive nature of the doc, we prob should not fwd to others. (b)(5)

Happy to help however I can ... And Tim G will no doubt call some o f these folks too.

Thx

Neel

Original Message ----From: stephen.m.cutler@jpmorgan.com To: michael. holscher@ny.frb.org ; Kashkari, Neel Cc: thomas.baxter@ny.frb.org ; michael. schussler@ny.frb . org ; genova diane@jpmorgan.com ;-NEILA.RADIN@chase.com Sent: Sun Mar 16 00:43:45 2008 Subject: Regulatory List

1

THIS EMAIL WAS SENT BY DIANE GENOVA

Following our meeting and some preliminary discussions with Tom Baxter and Mike Schussler at NY Fed, this is a revised draft of our regulatory list :

Generally, this communication is for informational purposes only and it is not intended as an offer or solicitation for the purchase or sale of any financial instrument or as an official confirmation of any transaction. In the event you are receiving the offering materials attached below related to your interest in hedge funds or private equity, this communication may be intended as an offer or solicitation for the purchase or sale of such fund(s). All market prices, data and other information are not warranted as to completeness or accuracy and are subject to change without notice. Any comments or statements made herein do not necessarily reflect those of JPMorgan Chase & Co . , its subsidiaries and affiliates. This transmission may contain information that is privileged, confidential, legally privileged, and/or exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution, or use of the information contained herein (including any reliance thereon) is STRICTLY PROHIBITED . Although this transmission and any attachments are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by JPMorgan Chase & Co . , its subsidiaries and affiliates, as applicable, for any loss or damage arising in any way from its use. If you received this transmission in error, please immediately contact the sender and destroy the material in its entirety, whether in electronic or hard copy format. Thank you. Please refer to http://www. jpmorgan.com/pages/disclosures for disclosures relating to UK legal entities.

2

I just spoke to with him then.

Steel, Robert

From: Sent:

Kashkari, Neel Sunday, March 16, 2008 8:18 AM Steel, Robert; Hoyt, Robert; Nason, David; Ryan, Tony; Norton, Jeremiah Re: Regulatory List

r

To: Subject:

Both sound great. Thx

----- Original Message ----From: Steel, Robert To: Hoyt, Robert; Kashkari, Neel; Nason, David; Ryan, Tony; Norton, Jeremiah Sent: Sun Mar 16 08: 14:22 2008 Subject: Re: Regulatory List •

I think Bob Hoyt working with Steve is a good idea ... we will then have adult to adult contact in the legal area.

(b )t5) in 30 minutes . . I will go over things Will keep everyone posted.

----- Original Message ----From: Hoyt, Robert To: Kashkari, Neel; Steel, Robert; Nason, David; Ryan, Tony; Norton, Jeremiah Sent: Sun Mar 16 08:11:14 2008 Subject: Re: Regulatory List

Will do. I can also contact Cutler if you think that'd help.

----- Original Message ----From: Kashkari, Neel To: Hoyt, Robert; Steel, Robert; Nason, David; Ryan, Tony; Norton, Jeremiah Sent: Sun Mar 16 08:08:10 2008 • Subject: Re: Regulatory List

Honestly I don't yet know. I am not at the fed yet. Ma be you can call tom baxter to coordinate and see if we can help on that piece?

----- Original Message ----From: Hoyt, Robert To: Kashkari, Neel; Steel, Robert; Nason, David; Ryan, Tony; Norton, Jeremiah Sent: Sun Mar 16 08:03:22 2008 Subject: Re: Regulatory List (b)

Sent: Sun Mar 16 07: 52:53 2008 Subject: Re: Regulatory List (b)(S)

----- Original Message ----From: Steel, Robert To: Kashkari, Neel; Nason, David; Ryan, Tony; Norton, Jeremiah; Hoyt, Robert Sent: Sun Mar 16 07: 51:27 2008 Subject: Re: Regulatory List (b)

an offer or solicitation for the purchase or sale of any financial instrument or as an official confirmation of any transaction. In the event you are receiving the offering materials attached below related to your interest in hedge funds or private equity, this communi cation may be intended as an offer or solicitation for the purchase or sale of such fund(s ) . All market prices, data and other information are not warranted as to completeness or accuracy and are subject to change without notice . Any comments or statements made herein do not necessarily reflect those of JPMorgan Chase & Co . , its subsidiaries and affiliates. This transmission may contain information that is privileged, confidential, legally privileged, and/or exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution, or use of the information contained herein (including any reliance thereon) is STRICTLY PROHIBITED. Although this transmission and any attachments are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by JPMorgan Chase & Co., its subsidiaries and affiliates, as applicable, for any loss or damage arising in any way from its use. If you received this transmission in error, please immediately contact the sender and destroy the material in its entirety, whether in electronic or hard copy format . Thank you. Please refer to http://www.jpmorgan . com/pages/disclosures for disclosures relating to UK legal entities.

3

\

Steel, Robert

From: Steel, Robert Sent: Sunday, March 16, 2008 9:07 AM To: Hoyt, Robert Subject: Re: Regulatory List

Great Bob .. {b)(5) If Steve needs assistance there just let

Thx

Original Message ----From: Hoyt, Robert To: Steel, Robert; Kashkari, Neel; Nason, David; Ryan, Tony; Norton, Jeremiah Sent: Sun Mar 16 09:05:22 2008 Subject: Re: Regulatory List (b)C5)

ot off with Steve.

----- Original Message ----From: Steel, Robert To: Kashkari, Neel; Nason, David; Ryan, Tony; Norton, Jeremiah; Hoyt, Robert Sent: Sun Mar 16 08:55:46 2008 Subject: Re: Regulatory List {_b )(5')

Neel, I think that is really all I can think of for Treasury to do re your original list. If people have other ideas feel free to offer them.

Bob

----- Original Message ----From: Kashkari, Neel To: Steel, Robert; Nason, David; Ryan, Tony; Norton, Jeremiah; Hoyt, Robert Sent: Sun Mar 16 07:46:13 2008 Subject: Fw: Regulatory List

Guys, pls see below. Here is jpm's expanded and presumably final list of asks from USG (most of which are for FRBNY) . Given sensitive nature of the doc, we prob should not fwd

to others (b)r5}

1

Happy

Thx

Neel

to help however I can. .. And Tim G will no doubt call some of these folks too.

Original Message ----From: stephen.m.cutler@jpmorgan.com To: michael.holscher@ny.frb.org ; Kashkari, Neel Cc: thomas. baxter@ny.frb.org ; michael.schussler@ny.frb.org ; genova diane@jpmorgan.com ; -NEILA.RADIN@chase.com Sent: Sun Mar 16 00:43:45 2008 Subject: Regulatory List

THIS EMAIL WAS SENT BY DIANE GENOVA

Following our meeting and some preliminary discussions with Tom Baxter and Mike Schussler at NY Fed, this i s a revised draft of our regulatory list:

Generally, this communication is for informational purposes only and it is not intended as an offer or solicitation for the purchase or sale of any financial instrument or as an official confirmation of any transaction. In the event you are receiving the offering materials attached below related to your interest in hedge funds or private equity, this communication may be i ntended as an offer or solicitation for the purchase or sale of such fund (s) . All market prices, data and other information are not warranted as to completeness or accuracy and are subject to change without notice. Any comments or statements made herein do not necessarily reflect those of JPMorgan Chase & Co. , its subsidiaries and affiliates. This transmission may contain information that is privileged, confidential, legally privileged, and/or exempt from disclosure under applicable law. If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution, or use of the information contained herein (including any reliance thereon) i s STRICTLY PROHIBITED. Although this transmission and any attachments are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by JPMorgan Chase & Co., its subsidiaries and affiliates, as applicable, for any loss or damage arising in any way from its use. If you received this transmission in error, please immediately contact the sender and destroy the material in its entirety, whether in electronic or hard copy format. Thank you. Please refer to http://www.jpmorgan.com/pages/disclosures for disclosures relating to UK legal entities.

2

Dimon has left call. Tim suggested that with Tim to call Dimon back.

Hank just left call

1'.t:; u um nas a moment can you let me know? Page 1of1

Smith, Bernetta

From: Michael. Silva@ny. frb .org

Sent: Sunday, March 16, 2008 11 :27 AM

To: Kashkari, Neel

Subject: Re: If tim has a moment can you let me know?

Thanks. (b)f5)

----- Original Message ----From: Neel.Kashkari Sent: 03/ 16/2008 11: 15 AM AST To: Michael Silva Subject: Re: lftim has a moment can you let me know?

(b)CS)

----- Original Message -----From: Michael.Silva@ny.frb.org To: Kashkari, Neel Sent: Sun Mar 16 11: 17 :09 2008 Subject: Re: If tim has a moment can you let me know? ..

What is mood on the ground?

----- Original Message ---- ' From: Neel.Kashkari Sent: 03/16/2008 10:31 AM AST To: Michael Silva Subject: If tim has a moment can you let me know?

I want to touch base re jpm

Thx

61612008

Re: If tim has a moment can you let me know? Page 1of 1

Smith, Bernetta

From: Michael.Silva@ny.frb.org

Sent: Sunday, March 16, 2008 11 :28 AM

To: Kashkari, Neel

Subject: Re: If tim has a moment can you let me know?

Will do. Agree.

----- Original Message ----From: Neel.Kashkari Sent: 03/ 16/2008 1 1 :20 AM AST To: Michael Silva Subject: Re: Iftim has a moment can you let me know?

( b)(5) .. Let tim know jaime's team said the same to us.

(b )l.f)

----- Original Message -----From: Michael.Silva@ny.frb.org To: Kashkari, Neel Sent: Sun Mar 16 1 1: 14:03 2008 Subject: Re: Iftim has a moment can you let me know?

I am very sorry for delayed response. Crazy here. Just saw your message. (b) (5)

----- Original Message ----From: Neel.Kashkari Sent: 03/ 16/2008 10:3 1 AM AST To: Michael Silva Subject: If tim has a moment can you let me know?

I want to touch base re jpm

Thx

61612008

Steel, Robert

From: Kashkari, Neel Sent: Sunday, March 16, 2008 11 :29 AM To: Steel, Robert; Nason, David; Ryan, Tony; Norton, Jeremiah; Hoyt, Robert Subject: Re: Regulatory List

Update:

Hoyt i s working with GCs on reg issues (

Original Message ----From: Steel, Robert To: Kashkari, Neel; Nason, David; Ryan, Tony; Norton, . Jeremiah; Hoyt, Robert Sent: Sun Mar 16 08: 55:46 2008 Subject: Re: Regulatory List Cb)(.f')

Neel, I think that is really all I can think of for Treasury to do re your original list. If people have other ideas feel free to offer th m.

Bob

----- Original Message ----From: Kashkari, Neel To: Steel, Robert; Nason, David; Ryan, Tony; Norton, Jeremiah; Hoyt, Robert Sent: Sun Mar 16 07:46:13 2008 Subject: Fw: Regulatory List

Guys, pls see below. Here i s jpm's expanded and presumably final list of asks from USG (most of which are for FRBNY ) . Given sensitive nature of the doc, we prob should not fwd

to others. (b)(5)

Happy to help however I can . .. And Tim G will no doubt call some of these folks too.

Thx 1

Neel

Original Message ----From: stephen. m. cutler@jpmorgan.com To: michael.holscher@ny. frb. org ; Kashkari, Neel Cc: thomas.baxter@ny. frb.org ; michael. schussler@ny. frb.org ; genova diane@jpmorgan. com ; -NEILA.RADIN@chase. com Sent: Sun Mar 16 00:43:45 2008 Subject: Regulatory List

THIS EMAIL WAS SENT BY DIANE GENOVA

Following our meeting and some preliminary discussions with Tom Baxter and Mike Schussler at NY Fed, this is a revised draft of our regulatory list:

Generally, this communication is for informational purposes only and it is not intended as an offer or solicitation for the-purchase or sale of any financial instrument or as an official confirmation of any transaction. In the event you are receiving the offering materials attached below related to your interest in hedge funds or private equity, this communication may be intended as an offer or solicitation for the purchase or sale of such fund ( s) . All market prices, data and other information are not warranted as to completeness or accuracy and are subject to change without notice . Any comments or statements made herein do not necessarily reflect those of JPMorgan Chase & Co., its subsidiaries and affiliates . This transmission may contain information that is privileged, confidential, legally privileged, and/or exempt from disclosure under applicable law . If you are not the intended recipient, you are hereby notified that any disclosure, copying, distribution, or use of the information contained herein ( including any reliance thereon ) is STRICTLY PROHIBITED. Although this transmission and any attachments are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by JPMorgan Chase & Co., its subsidiaries and affiliates, as applicable, for any loss or damage arising in any way from its use. If you received this transmission in error, please immediately contact the sender and destroy the material in its entirety, whether in electronic or hard copy format. Thank you. Please refer to http://www.jpmorgan. com/pages/disclosures for disclosures relating to UK legal entities .

2

Smith, Bernetta

From: Michael. Holscher@ny.frb.org Sent: Sunday, March 16, 2008 11 :33 AM To: Timothy Geithner; Terrence Checki; Christine Cumming; William.Dudley@ny.frb.org;

Thomas .Baxter@ny.frb .org; Michael Silva; Meg McConnell; Kashkarl, Neel Subject: JPM findings

JPM has discovered a large (SObn) structured mortgage position funded by BSC, as well as other risk positions that are making them balk on the deal. I have asked for a report on their findings to assess the exposures. They also indicated that BSC's risk positions are exactly what JPM has avoided in recent years . They estimate the book value of the firm to be nearly worthless, down from 5- 6bn yesterday, and that risks on other unknowns are to the downside . They inquired about options that the federal government may have to bail out/purchase BSC, we indicated that options are extremely limited .

Sent from my BlackBerry Handheld.

•

..

1

1.

Steel, Robert

From: Steel, Robert Sent: Sunday, March 16, 2008 2:32 PM To: 'sirrie@sec.gov'; Ryan, Tony Subject: Re: Update

I would call Geithners office . ..

----- Original Message From: Sirri, Erik R. To: Sirri, Erik R. ; Ryan, Tony; Steel, Robert Sent: Sun Mar 16 14:30: 5 5 2008 Subject: RE: Update (_b )15)

nature of the transaction Can I speak to someone who can give us the broad

-----Original Message----From: Sirri, Erik R. Sent: Sunday, March 16, 2008 12:24 PM To: 'Tony Ryan (Tony.Ryan@do.treas.gov) '; 'Bob Steele (Robert.steel@do.treas.gov) ' Subject: Update

Can you update us on two things:

The status of the regulatory call with Bob Hoyt that was to happen.

2. The status of the deal. How are things looking?

•

1

Steel, Robert

From: Steel, Robert Sent: Sunday, March 16, 2008 3:47 PM To: Kashkarl, Neel Subject: Fw: Catch up ..

• ----- Original Message ----From: Bair, Sheila C. To: Steel, Robert Sent: Sun Mar 16 14:28:03 2008 Subject: Re: Catch up ..

Can we talk?

-----Original Message----From: Robert.Steel@do.treas.gov To: Bair, Sheila C. Sent: Sun Mar 16 14:19:40 2008 Subject: Re: Catch up ..

Unclear ... We asked that question specifically ... need to get through today and will then focus.

----- Original Message ----From: Bair, Sheila C. To: Steel, Robert Sent: Sun Mar 16 14:09:33 2008 Subject: Re: Catch up ..

CbH5')

-----Original Message----From: Robert.Steel@do.treas .gov To: Bair, Sheila C. Sent: Sun Mar 16 12:38:01 2008 Subject: Catch up ..

Hi Sheila ..

As you know there is an effort to get JPM and Bear Stearns together. Certainly you will need to get comfortable and be knowledgable . .. Are you people connected with the process ? Do you need anything else so as to be up to speed ?

Thx

1

2

Steel, Robert

From: Hoyt, Robert Sent: Sunday, March 16, 2008 6:08 PM To: Ryan, Tony; Steel, Robert; Davis, Michele; Wilkinson, Jim Subject: Fw: Geithner.DOC

donna.DOC (24 KB)

----- Original Message ----From: Donna.Grey@ny.frb.org To: Scott.Alvarez@frb.gov ; Hoyt, Robert Sent: Sun Mar 16 18:09:42 2008 Subject: Geithner.DOC

This document replaces the previous document Raleigh Tozer sent.

Donna Grey Executive Assistant Legal-Group/ELPICA Telephone:212-720-2524 Fax:212-720-8709

1

Jeffrey Stoltzfoos,

From: Sent: To: Subject:

Attachments:

donna.DOC (24 KB)

We are

Stoltzfoos, Jeffrey Sunday, March 16, 2008 6:24 PM Nason, David Fw: Geithner.DOC

donna.DOC

calling hmp about this to state the df view.

Original Message ----From: Ryan, Tony To: Stoltzfoos, Jeffrey Sent: Sun Mar 16 18 :23:34 2008 Subject: FW: Geithner.DOC

- - -- -Original Message-- -- ...From: Hoyt, Robert

Sent: Sunday, March 16, 2008 6:08 PM To: Ryan, Tony; Steel, Robert; Davis, Michele; W ilkinson, Jim Subject: Fw: Geithner . DOC

- - -- - Original Message - -- - From: Donna.Grey@ny.frb.org To: Scott.Alvarez@frb. gov ; Hoyt, Robert Sent: Sun Mar 16 18 :09:42 2008 Subject: Geithner.DOC

•

This document replaces the previous document Raleigh Tozer sent.

Donna Grey E xecutive Assistant Legal-Group/ELPICA Telephone:212- 720-2524 Fax:212- 720-8 709

1

Jeffrey Stoltzfoos,

From: Stoltzfoos, Jeffrey Sent: Sunday, March 16, 2008 7:00 PM To: Nason, David Subject: Re: Geithner.DOC

Cb) r.f)

The JP/BS deal will hit the press soon . It will be jp first, fed second, then treasury, in terms of statements.

----- Original Message ----From: Nason, David To: Stoltzfoos, J effrey Sent: Sun Mar 16 18 : 50: 35 2008 Subject: Re: Geithner . DOC

What was nature of conversation?

David G. Nason Department of the Treasury 202 . 622.2610

----- Original Message ----From: Stoltzfoos, Jeffrey To: Nason, David Sent: Sun Mar 16 18 : 37: 33 2008 Subject: Re: G eithner.DOC

The hmp call is over. I think bob bought us some time to discuss the letter before hmp signs it. I'll call soon.

Original Message ----From: Nason, David To: Stoltzfoos, Jeffrey Sent: Su n Mar 16 18 : 27: 01 2008 Subject: Re: Geithner.DOC

K .

David G . Nason Department of the Treasury 202.622.2610

----- Original Message ----From: Stoltzfoos, Jeffrey To: Nason, David Sent: Sun Mar 16 18 : 26:38 2008 Subject: Re: Geithner . DOC

I listening to bob and hank .

1

- -- - -

- - -- -

- - - -- Original Message - - - - From: Nason, David To: Stoltzfoos, J effrey Sent: Sun Mar 16 18 : 25: 35 2008 Subject: Re: Geithner . DOC

Around for a phone call

David G . Nason Department of the Treasury 202 . 622 . 2610

Original Message ----From: Stoltzfoos, Jeffrey To: Nason, David Sent: Sun Mar 16 18 : 24: 25 2008 Subject: Fw: Geithner . DOC

We are calling hmp about this to state the df view.

Original Message - - - - From: Ryan, Tony To: Stoltzfoos, J effrey Sent: Sun Mar 16 18 :23: 34 2008 Subject: FW: Geithner . DOC

- - - - - original Message- -- - From: Hoyt, Robert Sent: Sunday, March 16, 2008 6:08 PM To: Ryan, Tony; Steel, Robert; Davis, Michele; Wilkinson, Jim Subject: Fw: Geithner . DOC

- - - - - Original Message - - - - From: Donna . Grey@ny . frb. org To: Scott . Alvarez@frb . gov ; Hoyt, Robert Sent: Sun Mar 16 18 : 09:42 2008 Subject: Geithner . DOC

This document replaces the previous document Raleigh Tozer sent .

Donna Grey E xecutive Assistant Legal- Group/ELPICA Telephone: 212- 720- 2524 Fax: 212- 720 - 8 709

2

Jeffrey

to address this didn't engage on

Stoltzfoos,

From: Nason, David Sent: Sunday, March 16, 2008 7:22 PM To: Stoltzfoos, Jeffrey Subject: Re:

Ok. True. Amazing development . We would have looked like prophets if bp were already out .

David G. Nason Department of the Treasury 202.622.2610

- - --- Original Message ----From: S toltzfoos, Jeffrey To: Nason, David S ent: sun Mar 16 19: 20:52 2008 S ubject:

in the BP . " the issue .

'

'

1

Appleton, Jesse From: Grippo, Gary Sent: Monday, March 17, 2008 5:3 1 AM To: Ryan, Tony; Abbott, Matthew; Steel, Robert Subject: Fw: I would like to meet with you briefly Monday morning on a matter that came up today

---- Original Message From: Grippo, Gary To: Bieger, Peter Cc: Harvey, Reavie Sent: Mon Mar 17 0 5 : 25:33 2008

(b) (JJ r

Subject: Re: I would like to meet with you briefly Monday morning on a matter that came up today

Pete,

I would not (b ),(S)

--Gary

----- Original Message From: Sieger, Peter To: Grippo, Gary Cc: Harvey, Reavie Sent: Sun Mar 16 23:46: 58 2008 Subject: I would like to meet with you briefly Monday morning on a matter that came up today

Gary,

I'll summarize below evening the proposal

* * *

me; Scott Alvarez and other - discussing possible ways

c b) (5)

1

(b )CS'}

* * *

2

{b)(5.)

( b)(5')

( b )(5)

(b)f5)

(b)(5)

lb)(5)

( b) (!))

(b)(S')

Background:

(b )(5)

Cb )£5)

Any light you can shed will, as always, be greatly appreciated !

Pete

3

To:

(b)l5)

Smith, Bernetta

From : Davis, Michele Sent: Monday, March 17, 2008 11 :26 AM

Kashkari, Neel; Ryan, Tony the $30 b in collateral Subject:

1

To: Cc:

{h)(S)

Steel, Robert

From: Davis, Michele Sent: Monday, March 17, 2008 1:11 PM

Steel, Robert; Ryan, Tony Kashkari, Neel Geithner's description of loan Subject:

today.

Sent from my BlackBerry Wireless Handheld (www . treasury .gov )

f'

1

Steel, Robert

From: Sent: To: Cc: Subject:

Importance:

HMP to Gelthner ltr 03-17-08 ( ...

RBNY

will get it into the

Hoyt, Robert Monday, March 17, 2008 3:18 PM Steel, Robert; Ryan, Tony; Davis, Michele; Wilkinson, Jim; Framer, Kevin Fu, Lily HMP letter to Geithner

High

(b)C5) the letter they've requested concerning that the sent, with some edits we've

Otherwise, pls send formal clearance process.

1

Steel, Robert

From: Davis, M ichele Sent: Monday, March 17, 2008 3:19 PM To: Hoyt, Robert; Steel, Robert; Ryan, Tony; Wilkinson, Jim; Framer, Kevin Cc: Fu, lily Subject: Re: HMP letter to Geithner

Hank thinks you are bringing this to him now to sign it.

Sent from my BlackBerry Wireless Handheld (www.treasury.gov)

---- Original Message ----From: Hoyt, Robert To: Steel, Robert; Ryan, Tony; Davis, Michele; Wilkinson, Jim; Fromer, Kevin Cc: Fu, Lily Sent: Mon Mar 17 15:18:20 2008 Subject: HMP letter to Geithner (b)(5)

FRB have both called about the letter they've concerning the JPM Attached is the draft letter that they sent, edits we've suggested

1

Steel Robert

From: Hoyt, Robert Sent: Monday, March 1 7, 2008 5:41 PM To: Smith, Taiya; Davis, Michele; Framer, Kevin; Wilkinson, Jim; Ryan, Tony; Steel, Robert;

Nason, David Cc: Sieger, Peter; Fu, Lily; Valdeon, Lindsay Subject: Re: HMP to Geithner ltr 03-17-08 (5)

Unfortunately, me .

----- Original Message From: Smith, Taiya To: Hoyt, Robert; Davis, Michele; Framer, Kevin; Wilkinson, Jim; Ryan, Tony; Steel, Robert; Nason, David Cc: Sieger, Peter; Fu, Lily; Valdeon, Lindsay Sent: Mon Mar 17 17:36:50 2008 Subject: RE: HMP to Geithner ltr 03-17-08 ( 5)

Who has the lead on this?

From: Hoyt, Robert Sent: Monday, March 17, 2008 5 : 19 PM To: Davis, Michele; Framer, Kevin; Wilkinson, Jim; Ryan, Tony; Steel, Robert; Nason, David; Smith, Taiya Cc: Sieger, Peter; Fu, Lily Subject: HMP to Geithner ltr 03-17-08 (5 )

Revised letter, reflecting a suggestion from the Federal Reserve Board. FRBNY was fine with the earlier version, and I suspect will be fine with this version as well.

>

1

Appleton,

'

Jesse

From: Zuccarelli, Jennifer Sent: Monday, March 1 7, 2008 7: 1 7 PM To: Ryan, Tony; Steel, Robert Cc: Appleton, Jesse; Foley, Trip Subject: Bear Talking Points

Attachments: 03-1 7-08 Bear Stearns.doc

03-17-08 Bear Stearns.doc (36 . . .

These were Hank's talkers today.

Jennifer Zuccarelli Director, Office of Public Affairs U.S. Department of the Treasury 1500 Pennsylvania Avenue, NW Washington, DC 20220 Phone: 202-622-8657 Fax: 202-622-1999

1

Ridgway,

To: Cc:

From:

Diana

Hoyt, Robert Sent: Friday, March 21, 2008 11 :05 PM

Steel, Robert; Ryan, Tony; Kashkari, Neel; Wilkinson, Jim; Albrecht, Stephen Hoyt, Robert

Subject: Updates

(b) (5)

3. G e i thner i s g o i n g t o t r y t o upda t e HMP i n t h e morni ng . I ' l l t r y t o s e t up a c a l l i n t h e l a t e morn i n g t o b r i n g f o l k s u p t o speed i n m o r e de t a i l .

•

1

Scogin, Matthew

Scogin, Matthew Monday, March 1 7, 2008 7:27 PM Appleton, Jesse Re: HMP to Geithner ltr 03-1 7-08 (5).doc

From: Sent: To: Subject:

What ' s

- --- -Fro m: To : S ent : Mon S ubj ect :

F inancial

this lett er abo ut? I didn ' t get the att achment .

Original Message --- - Appleton, Jesse

Valdeon, Lindsay; S to lt zfoos, Jeffr ey; S co gin , Matthew; Foley, Trip Mar 17 18 :50: 58 2008

RE: HMP to G eithner ltr 03-17-08 ( 5) . do c (b)l5) Mar kets clears ( for the record :

Fro m : Valdeon, L indsay S ent : Monday, Mar ch 17, 2008 6:24 PM To : S to lt zfoos, Jeffr ey; Appleton, Jesse; S co gin, Matthew ; Foley, Trip S ubj ect : FW : HMP to G eithner ltr 03- 17-08 ( 5) . do c

Loo ping in the senior advisors ...

Fro m : Valdeon, Lindsay S ent : Monday, Mar ch 17, 2008 6: 23 PM To: Nason, D avid; St eel, Ro bert; Ryan, Tony S ubj ect : HMP to Geithner ltr 03- 17- 08 ( 5) . do c

G ent lemen: I understand yo u have all been in the loo p on this let t er , but I wanted to make sure that yo u have all had th e ch ance to see and approve the language . Let me kno w at your convenience as Hank would like the lett er to go out tonigh t .

< < File : HMP to Geithner lt r 03- 17- 08 ( 5) . do c > >

Many thanks , L indsay

1

CJ!!!'!Dee Sheet GeitJmer letter

Actip Memo Dellverr lmtnlcttoa•

Drafted: GC - Bob Hoyt Approved: Secretary Paulson - ok (3/17/2008)

Cleared: ExccScc - Taiya Smith- ok (3/1712008)

Public Affain - Michele Davis- ok (3/l 7/2Q08) Chief of Staff-Jim Wilkinson- ok (3/l 7f2008)

Domestic Finance -Bob Steel- verbal ok throup Trip (3/1712008)

Domestic Finance -Tony Ryan- ok: (3/17/2008)

(b)l5) •

0 Return to policy office for delivery 0 Deliver through the Executive Secretary (include specific instructions below) 0 Other (see below)

Faxed on 3/1 7/2008 by L V

Specific delivery instructions:

..

rag 1 or 1

Ridgway, Diana

From: Sirri, Erik R. (SirriE@sec.gov]

Sent: Saturday, March 22, 2008 7:24 PM

To: Steel, Robert

Subject: Re: { b)(f,,) •

If I'm on phone Iv message and I'll call back. Tux.

Erik R. Siiri SEC, Div. of Trading and Markets siirie@sec.gov (202) 551 -5500

---- Original Message -----From: Robert.Steel@do.treas.gov To: Sirri, Erik R. Sent: Sat Mar 22 19:22:24 2008 Subject: Re:

Am on the phone now ... Will be through in a little bit.. what # can i call you on ..

----- Original Message -----From: Sirri, Erik R. To: Steel, Robert Sent: Sat Mar 22 1 9:2 1 :02 2008 Subject:

Bob

Can you take a call from me re the JPM/BS situation regarding

(b){5) If so, where should I call?

Erik R. Sirri

SEC, Div. of Trading and Markets

sirrie@sec.gov (202) 55 1 -5 500

5/29/2008

Ridgway, Diana

From: Hoyt, Robert Sent: Saturday, March 22, 2008 9:57 PM To: Steel, Robert; Kashkari, Neel; Ryan, Tony; Albrecht, Stephen Subject: Fw: Latest Proposal for SPV

( Attachments: Waterfall structure for the SPV for Fed loan to JPMC - vs.doc

Waterfall structure for the SP ...

Fyi

----- Original Message From: Thomas . Baxter@ny . frb.org To: Hoyt, Robert Sent: Sat Mar 22 21: 4 4:06 2008 Subject: Lat est Proposal for SPV

Bob,

As promised, here is t he latest proposal . We probably will spend much of tomorrow on it. I also have people working on the legal documentat ion, using this as a template for the SPV .

Thomas C. Baxter, Jr. General Counsel and Executive Vice President Federal Reserve Bank of New York

1

Fu, Li l

From: Hoyt, Robert Sent: Sunday, March 1 6, 2008 8:24 AM To: Fu, Lily; 'balgeary ( b )tt ) Subject: Fw: Regu latory List

Attachments: Reg u latory Request.doc

Regulatory (h) !5) iuest.doc (31 Kl

Pls look at this ASAP. I may need your help/advice on the- issues referenced in the attachment. Super close hold.

----- Original Message l

'-----From: Kashkari, Neel To : Steel , Robert; Nason, David; Ryan, Tony; Norton, Jeremiah ; Hoyt, Robert Sent: Sun Mar 1 6 07: 46: 1 3 2008 Subject : Fw: Regulatory List

Guys, pls see below. Here is jpm ' s expanded and presumably final list of asks from USG (most of which are for FRBNY) . Given sensitive nature of the doc, we prob should not fwd to others . { b) rs-)

Happy to help however I can. . . And Tim G will no doubt call some of these folks too .

Thx

Neel

----- Original Message -----From: stephen . m . cutler@jpmorgan. com < stephen.m. cutler@jpmorgan. com > To : michael .holscher@ny. frb . org < michael .holscher@ny . frb . org > ; Kashkari, Neel Cc : tho mas . baxter@ny . frb . or g < tho mas . baxter@ny . frb . org > ; michael . schussler@ny. frb. org < michael . schussler@ny. frb . org > ; genova _diane@jprnorgan.com < genova _diane@jpmorgan. com > ; NEILA .RADIN@chase. com < NEILA .RADIN@chase.com > Sent: Sun Mar 1 6 00:43 :45 2008 Subject: Regulatory List

1

THIS EMAIL WAS SENT BY DIANE GENOVA

Following our meeting and some preliminary discussions with Tom Baxter and Mike Schussler at NY Fed , this is a revised draft of our regulatory list :

Generally, this communication is for informational purposes only and it is not intended as an offer or solicitation for the purchase or sale of any financial instrument or as an official confirmation of any transaction. In the event you are receiving the offering materials attached below related to your interest in hedge funds or private equity , this communication may be intended as an offer or solicitation for the purchase or sale of such fund(s) . All market prices , data and other information are not warranted as to completeness or accuracy and are subject to change without notice. Any comments or statements made herein do not necessarily reflect those of JPMorgan Chase & Co. , its subsidiaries and affiliates . This transmission may contain information that is privileged, confidential , legally privileged, and/or exempt from disclosure under applicable law . If you are not the intended recipient, you are hereby notified that any disclosure , copying , distribution, or use of the information contained herein (including any reliance thereon) is STRICTLY PROHIBITED . Although this transmission and any attachments are believed to be free of any virus or other defect that might affect any computer system into which it is received and opened, it is the responsibility of the recipient to ensure that it is virus free and no responsibility is accepted by JPMorgan Chase & Co. , its subsidiaries and affiliates , as applicable, for any loss or damage arising in any way from its use. If you received this transmission in error, please immediately contact the sender and destroy the material in its entirety , whether in electronic or hard copy format. Thank you. Please refer to http : //www .jpmorgan. com/pages/disclosures for disclosures relating to UK legal entities .

2

( b ) I

Am s tepping in w

Smith , Bernetta

From: Norton, Jeremiah Sent: Sunday, March 1 6, 2008 1 0 :53 AM To: Kashkari, Neel Subject: Re: Regulatory List

'

Okay - - I think Hoyt woul d be bes t person to send .

- - - - - Original Mes s age From : Kashkari , Neel To : Norton , Jeremiah Sent : Sun Mar 1 6 10:50 : 01 2008 Subj ect : Re : Regulatory L i s t

Yes

- - - - - Origina l Mes s age - - - - From : Norton , Jeremiah To : Kashkari , Nee l ; Hoyt , Robert ; Steel , Robert ; Nason , Davi d ; Ryan , Tony Sent : Sun Mar 1 6 10 : 3 4: 1 6 2008 Subj ect : RE : Regulatory L i s t

I s thi s the l i s t to whi ch you are referring ?

- - - - -original Mes sage - - - - From : Kashkari , Neel Sent : Sunday , March 1 6 , 2008 10:22 AM To : Hoyt , Robert ; Steel , Robert ; Nason , David ; Ryan , Tony ; Norton , Jeremiah Subj ect : Re : Regulatory L i s t (1,)(5')

Thx

- - - - - Original Mes sage - - - - From : Hoyt , Robert To : Kashkari , Nee l ; Steel , Robert ; Nason , David ; Ryan , Tony ; Norton , Jeremiah Sent : Sun Mar 1 6 08:1 1:14 2008 Subj ect : Re : Regul atory L i s t

1

( lo)(5')

Wi l l do . I can a l so conta c t Cutler i f you think that'd help . - - - - - Original Mes sage - - - - From : Kas hkari , Neel To : Hoyt , Robert; Steel , Robert; Nason , Dav i d; Ryan , Tony; Norton , Jeremi ah Sent : Sun Mar 16 08:08:10 2 008 Subjec t : Re : Regulatory Li s t

Hone s t ly I don't yet know . I am not a t the fed yet . Maybe you can cal l tom baxter to coordinate and see if we can help on that p iece?

- - - - Original Mes sage -- - From : Hoyt , Robert To : Kashkari , Neel; S teel , Robert; Nason , Dav i d; Ryan , Tony; Norton , Jeremiah Sent : Sun Mar 16 08:03:22 2 008 Subj ect : Re : Regul atory L i s t (h)

Happy to he lp however I c an . . . And Tim G wi l l no doubt cal l some of the se folks too .

Thx

Nee l

Original Me s sage - - - - From : s t ephen . m . cutler@j pmorgan . com < s tephen . m . cut l er@j pmorgan . com> To : michael . ho l s cher@ny . frb . org ; Kashkari , Nee l Cc : thoma s . baxter@ny . frb . org < thomas . baxter@ny . frb . org> ; michael . s chus s l er@ny . frb . org ; genova_di ane@j pmorgan . com < genova_diane@j pmorgan . com> ; NE I LA . RADIN@cha s e . com Sent : Sun Mar 16 00 : 4 3 : 4 5 2008 Subj e c t : Regul atory L i s t

THI S EMAIL WAS SENT BY D IANE GENOVA

Fol l owing our meet ing and some prel iminary d i s cu s s ions with Tom Baxte r and Mike . Schu s s l e r at NY Fed , this i s a rev i s ed draft o f our regulatory l i s t :

Genera l l y , thi s c ommunicat ion i s for informational purposes only and i t i s not intended as an o f f er or sol i c i tat ion for the purchas e or s a l e o f any f i nanc i a l ins t rument or as an o f f i c i a l confirmat i on of any trans act ion . In the event you are receiving the of fering mat e r i a l s at tached be low related t o your interes t in hedge f unds o r private equity, thi s communicat ion may be intended a s an offer or sol i c i tat ion for the purchase or s a l e o f such fund ( s ) . Al l market prices , data and other information are not warranted as to comp l e tene s s or a ccuracy and are s ubj e c t to change wi thout not ic e . Any comment s or s ta t ements made here i n do not nece s s ar i l y reflect those of JPMorgan Cha s e & Co . , its sub s idiaries and a f f i l ia te s . Thi s t ransmi s s i on may contain informat i on that i s privi leged , con f ident i al , legal ly privi l eged , and/or exemp t from d i s closure under app l i cabl e l aw . I f you are not the intended recipient , you a re hereby not i fied that any d i s c losure , copying , d i s tribu t i o n , or use o f the i nf orma t i on c ontained here in ( includ ing any re l i ance thereon) i s STRI CTLY PROHIB ITED . Although thi s t ransmi s s ion and any attachments are bel ieved to be f re e of any virus or other defect that might a f fect any computer sys t em into whi ch it i s received and opened , i t i s the respons ibi l i ty o f the recipient to ensure that i t i s viru s f r e e and n o respon s ib i l i ty i s a ccepted by JPMorgan Chas e & Co . , i t s s ubs idiaries and a f f i l iate s , as app l icabl e , for any l o s s or damage ari s ing in any way f rom i t s u s e . I f you rece ived this t ransmi s s i on in error , please immediately cont act the s ender and destroy the material in i t s ent irety , whether in e l ec troni c or hard copy forma t . Thank you . Please refer to http : / /www . j pmorgan . com/page s / di s c losures for d i s c losures re lat ing to UK legal ent i t i e s .

3

e.

Confidential (March 1 8, 2008) Tenn Sheet/Federal Reserve, JPM and Bear Steams Agree As Follows:

1 . Fed Facility

a. On the closing of the merger, the Fed provides a non-recourse Advance to JPMCB, in an amount of $30 billion, at the primary credit rate in effect at the Fed (understood to be effective Fund Funds Rate plus 25 basis points)

b. Any hedges associated with eligible collateral run with the pool of assets pledged and are in addition to the $30 billion limit (all determinations as to which hedges/portions of hedges relate to particular collateral to be mutually determined by the Fed and JPM on a pro rata basis based on the value of the collateral - New Provision)

c. The Advance will be paid in full at the maturity of the Advance (date to be determined by the Fed) and will be paid through the sale or maturity of eligible collateral

d. Eligible collateral is collateral listed on Schedule A of March 1 6, 2008 letter from the Fed to JPMC

Collateral pricing equals the value of the collateral on the books of Bear as of March 14, 2008, irrespective of any mark-downs in the collateral after March 1 4 and irrespective of when the collateral is actually pledged to secure the Advance; no margin will be payable in respect of any Advance

f. Merger agreement to provide that JPMCB has right to manage collateral pool and related hedges until termination of the merger agreement. JPMCB will immediately delegate management rights to the Fed and its advisors. Concurrently with the funding of the Advance, the Fed will hold the collateral and will have immediate direct management control over the portfolio At all times prior to the termination of the merger agreement or after the making of the Advance, the Fed will have the right to liquidate coJlateral in its discretion at any time [New Provision]. If the merger is not consummated, any loss associated with the management of the collateral an'd related hedges will be for the account of Bear and any gain will be paid to the Fed. Prior to funding the Advance, any excess spread (defined as the yield on the collateral minus allocated funding and hedging costs) will be included in determining any net gain or loss. It is understood that prior to making the Advance, the Fed has no responsibility to provide any margin or other credit support for any hedge.

g If the merger occurs, the Fed will have the risk of all losses and the benefit . of all gains associated with the liquidation of the collateral and associated hedges (including any excess spread generated by the collateral and

related hedges). Any net gains associated with the collateral and related hedges realized prior to funding the Advance will reduce the Advance.

h. In addition to the Guaranty, JPMCB will provide an unconditional and irrevocable guarantee of any borrowing by Bear from the Fed, which guarantee will terminate (as to future borrowings only) on the later of the t ermination of the merger agreement and five (5) business days after notice to the Fed.

i . No material revisions to Merger Agreement other than as provided in 2.

It is the intent of the Fed not to provide this accommodation to any other J. party.

2. Merger Agreement Revisions

a. The merger agreement will terminate effective 90 days following a shareholder vote down, unless the parties mutually agree to extend [New Provision]

b. In order for a competing third-party bid to be a superior proposal that would allow the Bear board to terminate its recommendation of the merger, (1) the competing bid must be accompanied by a new guaranty (to take effect simultaneously with the termination of the JPM Guaranty) so that there i s no gap between the JPM Guaranty and the new guaranty, {2) the guaranty must be by a financial institution with capital, liquidity and financial resources sufficient such that the new guaranty will enable Bear and its subsidiaries to conduct business in the ordinary course, and (3) the competing bidder must enter into financing and support arrangements with the Fed as are necessary to enable Bear and its subsidiaries to conduct business in the ordinary course [New Provision]

c. Bear will secure agreements from its Directors to vote their shares in favor of the merger [New Provision]

d. As provided in 1 .f

3. Guaranty Revisions

a. The Guaranty will terminate upon the effective date of the termination of the merger agreement (as set forth in item 2.a above, the merger agreement will terminate effective 90 days after the vote down, unless the parties mutually agree to extend)

b. The Guaranty will be enhanced by JPM to cover custody relationships (prime brokerage), certain additional Bear products, and additional Bear

subsidiaries, and to remain in effect after the closing of the merger [New Provision]

Special

(as below}_. at_tj1e_priillary_ re

Advance made,.t . f.c;:d Scheduled

PooL Pool_

b. The Guaranty will be enhanced by JPM to cover custody relationships (prime brokerage), certain additional Bear products, and additional Bear subsidiaries, and to remain in effect after the closing of the merger , _ _ _ _

c.

FED ERAL R ESE RVE BAN K O F' N EW YO R K 33 L I B E R T Y S T R E E T

NEW Y O R K , N . Y. 1 0045-000 1 TELEPHONE 2 1 2 720-6 1 ao

FACSIMILE 2 1 2 720-868 I

T I M OTHY F. GE ITH N l!:ll PRUIDl.N1" AMO CEO

March 16, 2008

Mr. James Dimon Chairman and Chief Executive Officer JP Morgan Chase 270 Park Avenue New York, NY 10017

Dear Mr. Dimon:

This will record the agreement between JP Morgan Chase & Co. ("JPMorgan'') and the Federal Reserve Bank of New York ("FRBNY") dated March 16, 2008. JPMorgan and FRBNY agree to the following material terms in conneetion with a proposed acquisition by JPMorgan of The Bear Stearns Companies Inc. ("Bear Steams"):

1 . JP Morgan Chase Bank ("JPMCB") currently has access to the Discount Window for eligible assets (as l isted on FRBNY website as of 3/16/08). JPMCB shall continue to have access to this facility.

2. FRBNY will provide as an additional non-recourse Advance to JPMCB, in an Iamount of $30 billion, at the primary credit rate in effect at the FRBNY. Any

hedges associated with eligible collateral run with the pool of assets pledged and are in addition to the $30 billion limit. The Advance will be paid down at the maturity of the Advance, and as eligible collateral is sold or matures.

a. Eligible collateral will be listed on Schedule A attached hereto.

b. The agreed price of the collateral will be the value of the collateral on the books of Bear Steams as of the date hereof, irrespective of any markdowns in price subsequent thereto and irrespective of when the collateral is actually pledged to secure the Advance. No margin will be payable in respect of any Advance.

When the collateral is sold to satisfy the Advance , any excess, after the Advance is fully paid, shall be paid by JPMCB to the FRBNY.

----

a.

FEDERAL RESERVE BANK OF NEW YORK 2 Mr. James Dimon March 16, 2008

3. The Board of Governors of the Federal Reserve System has agreed to grant an exemption from Federal Reserve Act Sections 23A and Regulation W for any funding transaction or guarantee, between JPMCB and Bear Stearns, and any affiliate of JPMCB that occurs as a result of, or in connection with, the acquisition of Bear Steams, for a period of 1 8 months, in an amount equal to an aggregate of no more than fifty percent of the capital of JPMCB, with the guarantee of JPMorgan, and fully collateralized, this amount to be revisited thereafter.

4. Risk-weighted assets in the amount of $ 1 50 billion acquired directly from Bear Steams or through a novation of a Bear Steams transaction (or included in riskweighted assets of JPMorgan by virtue of its guaranty of the obligations of Bear Steams) shall be excluded by the FRBNY in calculating the Risk Based Capital Ratio for JPMorgan under Regulation Y for a period of 1 8 months. Balance sheet assets in the amount of $400 Billion a quired from Bear Stearns shall be excluded by FRBNY in calculating the Leverage Ratio for JPMorgan under Federal Reserve Regulation Y for a period of 1 8 months. The amount of such assets excluded from the capital calculation shall be reduced from time to time as JPMorgan disposes of the original assets acquired from Bear Stearns.

5. Any assets or activities acquired from Bear Stearns that JPMorgan is not currently permitted to own or engage in shall be treated as pennissible assets or activities for a period of two years. After that period, JPMorgan may apply to FRBNY for a series of three one-year extensions to maintain the ownership of such activities or continuation of such activities.

6. The FRBNY will assist JPMorgan in obtaining other regulatory actions as follows:

from Securities and Exchange Commission ("SEC") and FINRA to permit control of Bears Stearns broker-dealers and investment advisors prior to closing of transaction; and to approve changes in control of broker-dealers and investment advisors;

b. from OCC to grant relief from the legal lending limit and from risk-based capital and leverage rations for JPMCB ;

c. from foreign regulators for expedited approvals of the transaction.

----FEDERAL RESERVE BANK OF NEW YORK 3 Mr. James Dimon March 1 6, 2008

Very truly yours,

Timothy F. Geithner

cc: Mr. Ben Bemanke

LEGALDOCS-#264339-v1-Agreement_request.DOC

Schedule A

I . Agency CMO's, Fannie Mae, Freddie Mac, Ginnie Mae $10 Billion

I I . Non-Agency Prime and Alt A Loans and CMO's $4 Billion

a. First and Second Liens

b. Fixed and ARM's

c. I ncludes AA's and A's

I l l . Commercial Securities (US) $1 Billion

a. Investment Grade Only

IV. CMBS Loans (US) $8 Billion

V. ABS Securities (US) $1 Billion

a. I nvestment Grade

VI . COO/CLO - I nvestment Grade Securities & Loans $2 Billion (No COO A2)

V I I . U S Dollar Unrated Corp Loan $4 Billion

,,

- - - - - Original Mes s a ge -----From : s tephen . m . cut l e r@ j pmorgan . com < s t ephen . m . cutler@ j pmorga n . com> To : michae l . hol scher @ ny . f rb . org ; Ka s h k a ri , Neel Cc t homas . baxte r @ ny . frb . org ; mi chae l . schuss ler@ny . frb . org ; genova_diane @ j pmorgan . com ; NEI LA . RADIN chase . com S ent : Sun Mar 1 6 00 : 4 3 : 4 5 2 0 0 8 Subj ect : Regulatory L i s t

T H I S EMAIL WAS SENT BY DIANE GENOVA

Fol lowi ng our meeting and some preliminary d i s cu s s i ons with Tom Baxter and Mi ke Schuss l e r at NY Fed , t h i s is a revis ed draft o f our regulat ory l i s t :

Gene r a l l y , this conununicat ion i s for informational purpos e s only and i t is not intended a s an o ffer or s o l i c i tat i o n for t h e purcha se or s a l e of a n y financial instrument or a s an o ffici a l confirmat ion of any transaction . I n the event you are receiving the offering ma teri a l s a t tached be low related to your interest in hedge funds or private equi ty, t h i s conunun i ca t i on may b e intended a s a n offer or solicitat ion f o r t he purchase o r s a l e of s uch fund { s ) , Al l market prices , dat a and other information are not warranted as to comp l e t ene s s or accuracy and are s ubj ect to change without not i ce . Any comment s or s t atement s made herein do not nece ssarily re flect those of JPMorgan Chas e & Co . , its s ubs idiaries and affi l iate s . This transmi s s ion may contain informat i on that is privileged, confident i a l , l ega lly privi leged, and/or exempt from disclosure under appli cable law . I f

2

you a re not the intended recipient , you are hereby not i fi e d that any disclosure , copying , di stribut ion, o r use o f the i nformat i on cont ained herein ( in c l uding any re liance t here on ) i s STRI CTLY PRDH I BITE D . Although t h i s t ransmi s s ion and any at tachmen t s are beli eved to be free o f any v i rus or other defect that might a f fect any comput e r sys tem i nto whi ch i t is recei ved and opened, it is the responsibi l it y o f the recipient to ensure that it is vi rus free and no respons ibility is accepted by JPMorgan Chase & Co . , i t s subs idi a r i e s and a f f i l i a t e s , as applicabl e , for any l o s s or damage a r i s ing in any way f rom i t s use . I f you rece i ved t h i s t ransmi s s i on in error , please immediately contact t h e sender and dest roy t he ma teri al in i t s entirety, whe ther in e l ectroni c or hard copy format . Thank you . Please refer t o http : / /www . j pmorg a n . com/pages /disclosures for d i s c l os ures r e l a t i ng to UK l ega l ent i t i e s .

3

.Fw: P WG mtg- time sensitive Page 1 of 1

Appleton, Jesse

From: Blahous, Ch arles P . [Charles_P ._Bl ahous@who.eop .gov]

Sent: Saturday, March 1 5, 2008 1 2 :44 P M

To: Ryan , Tony; patrick. m . parkinson @frb .gov; sirrie@sec.gov; mloesch@cftc.gov; Steel, Robert

Cc: Appleton , Jesse

Subject: RE: PWG mtg- time sensitive (b ) {5)

From: Tony. Ryan@do.treas.gov [mailto :Tony.Ryan@do.treas.gov] Sent: Saturday, March 15, 2008 12:35 PM To: Blahous, Charles P.; patrick.m.parkinson@frb.gov; sirrie@sec. gov; mloesch@cftc.gov; Robert. Steel@do.treas.gov Cc: Jesse.Appleton@do.treas.gov Subject: Fw: PWG mtg- time sensitive

----- Original Message -----From: Ann Ryan ( b )( ) To: Ryan, Tony Sent: Sat Mar 15 1 2:30:08 2008 Subject: PWG mtg- time sensitive

> > Chuck-> Attached is a draft presentation for Monday's meeting. It is still > in need of updates. There is a good deal of work going on over the > weekend given recent developments and things remain quite dynamic. > Once we have a better handle on things we can update slides on > Monday am. I have cc:ed SEC, FED and CFTC, so they can provide > additional edits and suggestions over the next 48 hrs. thanks-Tony > >

5/30/2008

[mailto:MLoesch@CFTC.gQY]

OK -- I was also thinking that the u pdated ppt should have some info about

Ke: PWG mtg- time sensitive Page 1 of 3

Appleton, Jesse

From: Blahous, Charles P . [Charles_P._Blahous@who.eop.gov]

Sent: Monday, March 1 7 , 2008 8 : 1 1 AM

To: Ryan, Tony

Subject: RE: PWG mtg- time sensitive

From: Tony. Ryan@do.treas.gov [mailto:Tony.Ryan@do.treas.gov] Sent: Monday, March 17, 2008 8 :08 AM To: Blahous, Charles P. Subject: Re: PWG mtg- time sensitive

(b )lo) Chuck I am tied up but have some other ideas. I think-and will send updates later this am. ----- Original Message -----From: Blahous, Charles P. To: mloesch@cftc.gov ; Ryan, Tony; Appleton, Jesse; Ford, Frederick H. ; Steel, Robert Sent: Mon Mar 1 7 08:03 :02 2008 Subject: FW: PWG mtg- time sensitive

Freddy, pls go ahead and add this slide to the PWG presentation for this afternoon.

Unless someone has a different view, pls insert beetween slides 5 and 6.

Just a reminder to everyone -- expecting further fill-in edits from Treas this AM.

-----Original Message-----From: Loesch, Michael Sent: Sunday, March 1 6, 2008 1 0:49 PM To: Blahous, Charles P . ; tony.ryan@do.treas.gov Cc: Jesse.Appleton@do.treas.gov; Ford, Frederick H. Subject: RE: PWG mtg- time sensitive

Chuck,

Per your conversation with Chairman Lukken, attached is a slide on

( b) ( 5)

commodity prices for our review. We understand that tomorrow's briefing will focus

5/30/2008

[mailto:Charles _ Blahous@who.eoP..gQY]

Re: PWG mtg- time sensitive Page '2 ot J

Thanks,

Michael

-----Original Message-----From: Blahous, Charles P. P. Sent: Sunday, March 16, 2008 4:30 PM To: tony.ryan@do.treas.gov; Loesch, Michael Cc: Jesse.Appleton@do.treas.gov; Ford, Frederick H. Subject: Re: PWG mtg- time sensitive

Tony and michael -- do you want us to go ahead and implement cftc edits, when sent, without look-see from rest of pwg? Happy to, just checking.

Also -- staff secretary will not be sending pwg slides until we get the further edits from treas anyway so it might make more sense for us to hold until treasury fills out rest of slides and incorporates cftc edits

In any case we appreciate getting copied on the cftc edits per tony msg below

----- Original Message -----From: Tony .Ryan@do.treas .gov To: mloesch@cftc.gov Cc: Blahous, Charles P . ; Jesse.Appleton@do.treas.gov Sent: Sun Mar 1 6 14:53 :49 2008 Subject: Re: PWG mtg- time sensitive

Michael

Pls frwd edit to chuck directly. Tux Tony

----- Original Message -----From: Loesch, Michael To: Ryan, Tony Sent: Sun Mar 1 6 14 :50:33 2008 Subject: Re: PWG mtg- time sensitive

Tony,

We are reviewing the presentation and will have a few comments and suggestions. Are you holding the pen on this draft? We are working quickly and will provide input asap, but what is the deadline for submission of comments? Just want to be sure you get them in time for consideration. Thanks .

ML

Michael Loesch

----- Original Message -----From: Tony.Ryan@do.treas .gov To: Charles_P._Blahous@who. eop.gov ; patrick.m.parkinson@frb.gov ; sirrie@sec.gov ; Loesch, Michael;

5/30/2008

Re: PWG mtg- time sensitive Page 3 of 3

Robert.Steel@do.treas.gov Cc: Jesse.Appleton@do.treas.gov Sent: Sat Mar 1 5 1 2 :34:54 2008 Subject: Fw: PWG mtg- time sensitive

----- Original Message ---- (b ) (to) From: Ann Ryan > Chuck-> Attached is a draft presentation for Monday's meeting. It is still > in need of updates. There is a good deal of work going on over the > weekend given recent developments and things remain quite dynamic. > Once we have a better handle on things we can update slides on Monday > am. I have cc:ed SEC, FED and CFTC, so they can provide > additional edits and suggestions over the next 48 hrs. thanks-Tony > >

5/30/2008

Re: Financial Market Actions TPs Page 1 of 5

Appleton, J esse

From: Fratto, Tony [Tony_Fratto@who.eop.gov]

Sent: Monday, March 1 7 , 2008 8:23 AM

To: Davis, Michele; Ryan, Tony; Steel, Robert

Subject: RE: Financial Market Actions TPs

Wil l send to you pts I ' m writing based on the PWG points bob just sent around. (b)(5)

From: M ichele.Davis@do.treas.gov [mailto:Michele.Davis@do.treas.gov] Sent: Monday, March 17, 2008 8:22 AM To: Fratto, Tony; Tony.Ryan@do.treas.gov; Robert.Steel@do.treas.gov Subject: Re: Financial Market Actions TPs

(b) (S)

Sent from my BlackBerry Wireless Handheld (www.treasury.gov)

----- Original Message -----From: Fratto, Tony To: Davis, Michele; Ryan, Tony; Steel, Robert Sent: Mon Mar 1 7 08: 15 :04 2008 Subject: FW: Financial Market Actions TPs ( b } (5)

Cb) ( S)

( b ) IS)

513012008

Page 2 of 5

( b) {5) TALKING POINTS

QIA

513012008

( b) ( 5 )

Ke: t•manc1al Market Actions TPs Page J 01 .:>

5/30/2008

Re: Financial Market Actions TPs Page 4 of 5

( 0 ) (5)

5/30/2008

Re: Financial Market Actions TPs Page 5 of 5

5/30/2008

Q/A Page 1 of 3

Appleton, Jesse

From: Fratto, Tony [Tony_Fratto@who.eop.gov]

Sent: Monday, March 1 7 , 2008 8:40 AM

To: Davis, Michele; Ryan, Tony; Steel, Robert

Subject: Financial Market QA

Importance: High

(b) (5)

5/30/2008

Q/A Page 2 of 3

(b ) !5 )

•

5/30/2008

Q/A Page 3 of 3

( b )(5)

5/30/2008

Page 1 of 1

Appleton, Jesse

Fro m : Ryan, Tony

Sent: Monday, March 1 7 , 2008 1 :24 PM

To: Steel, Robert

Subject: FW: Does th is look acurate?

From: Hennessey, Keith [mailto :Keith_Hennessey@who.eop.gov] '1 Sent: Monday, March 17, 2008 1 : 13 PM To: Ryan, Tony Subject: Does this look acurate?

I 've asked Neel as wel l .

Cb ) l5) -kbh �-of

5/30/2008

Appleton, Jesse

From: Steel, Robert Sent: Monday, March 1 7, 2008 1 :27 PM To: 'Keith_ Hennessey@who .eop .gov' Cc: Ryan, Tony Subject: Re : I spoke to Tony.

Al l sounds good .

- - - - - Original Me s s age From : Hennes sey , Kei t h < Ke i th_Hennes sey@who . eop . gov> To : Stee l , Robert Sent : Mon Mar 17 13:26:21 2008 Subj e c t : RE : I spoke t o Tony .

Ye s , p l e as e .

I ' l l open for 15 seconds and l ay out the order of the spe akers :

- you do the f i rst two s l i de s , numbered 2 and 3

- Ben wi l l do the s l i de numbered 4 ( on Bear S tearns )

- I ' l l go back to you for s l ide 5 .

And Hank wi l l j ump in a s appropriate .

I have spoken with both Hank and Ben , and they ' re good wi th this gamepl an . •

Thank s . See you in a bi t .

- kbh

From : Robe rt . Stee l@do . treas . gov [ma i l t o : Robert . S teel@do . t rea§ . gov] S ent : Monday , March 17 , 2008 l i25 PM To : Hennes sey , Ke i th Subj e c t : I spoke to Tony .

I wi l l p l an to do the present a t i on f or Treasury . . . s t i l l need me ?

1

Steel, Robert

From: Kashkari, Neel Sent: Monday, March 17, 2008 8:57 AM To: Steel, Robert; Ryan, Tony; Hennessey, Keith Subject: RE: financial flows for J PM/BS

r b ) (S)

- - - - -Or i gi n a l Me s s age - - - - From : S t e e l , Robert S ent : Monda y , March 17 , 2 0 0 8 8 : 3 0 AM To : Ka s h k a r i , N e e l S ub j e c t : Fw : f i n a n c i a l f l o w s f o r JPM/BS

- - - - O r i g i n a l Me s s age From : Hennes s e y , K e i t h < Ke i t h_Henne s s e y @ who . e op . gov> To : Rya n , Tony Cc : S t ee l , Robe r t S ent : M o n Mar 1 7 0 8 : 2 7 : 4 8 2 0 0 8 S ubj e c t : f i n a n c i a l flows for JPM / B S

(b)( 5')

Thanks .

- kbh

1

Steel , Robert

From: Hennessey, Keith [Keith_Hennessey@who.eop.gov] Sent: Monday, March 1 7, 2008 1 0 : 1 6 AM To: Kashkari , Neel ; Steel , Robert; Ryan, Tony Subject: RE: financial flows for J PM/BS

- kbh

- - - - - O r i g i n a l Me s s a ge - - - - -Frorn : N e e l . Ka s h kari @ do . t reas . gov [ ma i l t o : Ne e l . Kash k a r i @ do . t r e a s . go v ] S ent : Monda y , March 17 , 2 0 0 8 8 : 5 7 AM To : Robe r t . S t e e l @ do . t re a s . go v ; Tony . Rya n @ do . t r e a s . gov; Henne s s e y , Ke i t h S ub j e c t : RE : finan c i a l f l o w s f o r JPM/BS

- - - - - O r i g i n a l Me s s age - - - - From : S t e e l , Robert S e n t : Mond a y , March 17 , 2 0 0 8 8 : 3 0 AM T o : Ka s h ka ri , Neel S ub j ect : Fw : f i n a n c i a l flows for JPM / B S

- - - - - O r i g i n a l Me s s age From : Henne s s e y , Ke ith < Ke i t h_H enne s s e y@ who . e op . gov> T o : Rya n , T o n y C c : S t e e l , Robert S e n t : Mon Mar 17 0 8 : 2 7 : 4 8 2 0 0 8 S ubj e c t : f i n a nc i a l flows for JPM / B S

Than k s .

- kbh

2