[Classification ] 1

2 Section 302 Challenges Bill Salva Tax Services Director September 15, 2008 Bill Salva Tax Services Director September 15, 2008 The Depository Trust Company is a subsidiary of The Depository Trust & Clearing Corporation The Depository Trust Company is a subsidiary of The Depository Trust & Clearing Corporation

3 [Classification] Agenda Implementation Identification Process Operational Challenges Other Issues to Consider Statistics Implementation Identification Process Operational Challenges Other Issues to Consider Statistics

4 [Classification] Implementation of Escrow Procedures DTC’s Responsibilities as a U.S. Withholding Agent Escrow Procedures Provide Relief from Treating Distributions as Dividends DTC’s Responsibilities as a U.S. Withholding Agent Escrow Procedures Provide Relief from Treating Distributions as Dividends

5 [Classification] Process for Identification of §302 Items Filter Corporate Actions for Potential §302 Treatment Read Offering Documents Verify Assessment With Outside Vendor Establish Escalation Procedures Access to Tax Counsel Filter Corporate Actions for Potential §302 Treatment Read Offering Documents Verify Assessment With Outside Vendor Establish Escalation Procedures Access to Tax Counsel

6 [Classification] Operational Challenges Identification of Corporate Actions Notify Customers ASAP Complex Taxability Issues – Not an Operational Role Mergers with Elections – Depending on Election May Have Different Tax Consequences Identification of Corporate Actions Notify Customers ASAP Complex Taxability Issues – Not an Operational Role Mergers with Elections – Depending on Election May Have Different Tax Consequences

7 [Classification] Other Issues to Consider Foreign Holders May Have 2 U.S. Custodians Treating Same Event Differently More Issuers Taking Conservative Stance? Foreign Holders May Have 2 U.S. Custodians Treating Same Event Differently More Issuers Taking Conservative Stance?

8 [Classification] 2008 Statistics – Thru August Applied to 73 Corporate Actions Majority Tender Offers (38) 25 Mergers 10 Miscellaneous Applied to 73 Corporate Actions Majority Tender Offers (38) 25 Mergers 10 Miscellaneous