Diane Genova Managing Director and Associate General Counsel August 6, 2002 Overview of the Architecture of the 1992 ISDA Master Agreements International Swaps and Derivatives Association, Inc. Fundamental of ISDA Documentation Hotel Inter-Continental Sao Paulo, Brazil

333976:v01 2 Topics  Role of ISDA in Standardized Documentation  Importance of Standardized Documents in the Marketplace  Architecture of the 1992 ISDA Master Agreements  User’s Guides  Conflict of Law Issues

333976:v01 3 Role of ISDA  ISDA has played a leading role since 1985  Initial standardization efforts –1985 Code of Swaps –1987 Interest Rate and Currency Exchange Agreement  Publication of ISDA Master Agreements in 1992 –Broader product coverage –Greater netting benefits  Publication of standard collateral documentation –Credit Support Annexes –2001 Margin Provisions  Ongoing effort ISDA Master Agreement

333976:v01 4 Importance of Standardized Documents  ISDA documentation has achieved wide degree of market acceptance - many benefits  Documentation efficiency  Elimination of basis risk  Facilitates netting  Promotes liquidity

333976:v01 5 ISDA Master Agreement Architecture  ISDA Master – Not product specific – Not party specific  Schedule – Not product specific – Party specific Credit Counterparty specific legal risks Credit Support Annex  Definitions – Product specific – Not party specific – Contains definitions of floating rates/prices, how to calculate payments, etc.  Confirmation – Details of an actual transaction (amounts, dates, rates)

333976:v01 6 ISDA Agreement Structure Master Agreement (Multicurrency-Cross Border)  Governs the legal and credit relationship of the parties  Includes representations, events of default/termination events and covenants  Incorporates Confirmations  Schedule used to make changes to standard provisions Confirmations (short form)  Incorporate Definitions  Specify economic terms of each transaction  Include Transaction-specific modifications Credit Support Documents: Offering protection against credit risk  2001 ISDA Margin Supplement (incorporating 2001 ISDA Margin Provisions) 1995 Credit Support Annex (Transfer – English Law) 1994 Credit Support Annex (New York Law) 1995 Credit Support Deed (Security Interest – English Law) 1996 Credit Support Annex (Japanese Law) Protocols: amending Master Agreement 2001 Credit Support Protocol 2000 EMU Protocol (Greece) 1998 EMU Protocol Confirmations (long form) Definitions: for use in documenting Transactions  2000 Definitions (replace the 1991 Definitions (as amended by the 1998 Supplement))  1999 Credit Derivatives Definitions (plus various Supplements)  1998 Euro Definitions  1998 FX and Currency Option Definitions (plus revised Annex A)  1997 Bullion Definitions  1997 Government Bond Option Definitions  1996 Equity Derivatives Definitions  1993 Commodity Derivatives Definitions (as amended by the 2000 Supplement)

333976:v01 7 ISDA User’s Guides  Purpose of User’s Guides is to: –Explain provisions of the Agreemetn –Set forth additional provisions –Provide some basic legal guidance  User’s Guide to the 1992 ISDA Master Agreements  User’s Guide to the 1994 ISDA Credit Support Annex  User’s Guide to the 1995 ISDA Credit Support Annex (Security Interest - Japanese Law)  User’s Guide to the ISDA Credit Support Documents under English Law  User’s Guide to the 1998 FX and Currency Option Definitions

333976:v01 8 Conflict of Law Issues  ISDA Master designed to be governed by English or NY Law  Governing law determinative on some issues –Mechanics of contract formation –Enforceability of damages provisions  Governing law irrelevant on other issues –Bankruptcy/Insolvency –Power and Authority –Tax –Perfection of securities interests in collateral