DTCC Confidential DTCC Governance Larry Thompson, Managing Director and General Counsel October 8, 2007 Larry Thompson, Managing Director and General Counsel October 8, 2007

DTCC Confidential The Depository Trust & Clearing Corporation (DTCC) National Securities Clearing Corporation (NSCC) DERIV/SERV DTC Solutions LLC EuroCCP Government Securities Division (GSD) Mortgage Backed Securities Division (MBSD) Thomson FinancialDTCC Omgeo 50% DTCC Corporate Structure The Depository Trust Company (DTC) Fixed Income Clearing Corporation (FICC)

DTCC Confidential Corporate Structure and Governance DTCC – holding company for registered clearing agency and non-clearing agency subsidiaries Clearing agencies –Functions requiring registration as a clearing agency –Comprehensive regulation: rules changes subject to publication for comment and approval by SEC –Non-clearing agency subsidiaries Separate entities for legal and regulatory purposes

DTCC Confidential Corporate Structure and Governance Regulatory status of DTCC, the holding company Exchange Act requirement for “fair representation” of clearing agency users – implementation in allocation of rights/ obligations to purchase shares and right of shareholders to vote in election of directors 2006 changes in common share ownership

DTCC Confidential Board Committee Structure Note: Audit, Compensation and Governance Committees all must be composed of “independent” members. DTCC/DTC/NSCC/FICC Board of Directors Executive Committee Audit Committee Compliance and Operational Risk Management Committee Market and Credit Risk Management Committee Compensation/ HR Committee Governance Committee (Proposed) International Services Operations and Planning Committee OTC Derivatives Operations and Planning Committee (Proposed) Core Services Operations and Planning Committee

DTCC Confidential Board And Committee Structure Board size Two directors selected by DTCC preferred shareholders (NYSE and NASD) Remaining directors elected by common shareholders; slate includes two management directors DTCC directors elected as directors of DTC, NSCC and FICC; Omgeo has its own management and Board of Directors

DTCC Confidential Board And Committee Structure Board committees –Roles of Audit, Compliance and Operational Risk Management and Credit and Market Risk Management Committees –Fair representation – implementation in selection of non-director members of certain committees –Other qualifications of non-director committee members