DTCC Confidential

DTCC Governance

Larry Thompson, Managing Director and General CounselOctober 8, 2007Larry Thompson, Managing Director and General CounselOctober 8, 2007

DTCC Confidential

The Depository Trust & Clearing Corporation(DTCC)

National SecuritiesClearing Corporation

(NSCC)DERIV/SERV

DTCSolutions

LLC

EuroCCP

Government SecuritiesDivision(GSD)

Mortgage BackedSecurities Division

(MBSD)Thomson FinancialDTCC

Omgeo

50% 50%

DTCC Corporate Structure

The Depository TrustCompany

(DTC)

Fixed IncomeClearing 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

ExecutiveCommittee

AuditCommittee

Compliance andOperational Risk

ManagementCommittee

Market andCredit Risk

ManagementCommittee

Compensation/HR Committee

GovernanceCommittee

(Proposed) International Services

Operations and Planning Committee

OTC DerivativesOperations and

PlanningCommittee

(Proposed) Core Services

Operations andPlanning

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