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    Fannie Mae & Freddie Mac CDS

    John Williams,

    ,

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    Background to Protocols

    Auction Timeline

    Auction Methodology in detail

    Calculating Open Interest

    Calculating Final Price

    2

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    Background to Protocols

    3

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    Basics of ISDA Protocols: ro oco rs eve ope o a ow par es o ma e

    amendments to ISDA Master Agreements to deal withEuropean Monetary Union on a multi-lateral, standard

    , ,

    ISDA publishes standard amendment terms

    To effect an amendment, two parties simply have toa ere o e ro oco y sen ng e r no ce o

    prior to the cut-off date. An adhering party automaticallyamends its ISDA Master (or related documentation) with

    . Participation is completely voluntary

    4

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    If parties adhere:

    No sco e for ne otiation of terms

    Affects Index and most Non-Index Transactions between them whether physically or cash settled

    Excluded Non-Index Transactions include: CDS backing CLNs and intending to settle in line with CLN terms

    Reference Obligation only transactions

    Loan only transactions

    Credit Event Notice, Notice of Publicly Available Informationand (if applicable) Notice of Physical Settlement deemed tohave been given as of a specified Common Event

    Determination Date Deliverable Obligations as specified in the Protocol

    Both Cash and Physically settled trades settle in cash at Final

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    r ce on as e emen a e spec e n ro oco

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    Permit rapid amendment of existing CDS documentation to

    Ensure that Final Price is reflective of market value of thedefaulted entitys obligations, taking into account CDS parties

    Allow bonds to be traded to permit physical settlement at

    Final Price

    finish with same bond position they would have had underphysical settlement

    Ensures resulting position from original settlement mechanism is

    effectively preserved for those who desire it

    Prevents price and settlement distortions that could result where CDS

    ex osure to a articular entit is dis ro ortionatel lar er

    6

    than the amount of actual obligations of such entity

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    Auction Timeline

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    On Auction Date: 8:30 9:20 (Initial Bidding Period): Participating Bidders submit

    8:30 - 8:35 (Senior Auction for Fannie Mae) 8:45 - 8:50 (Subordinate Auction for Fannie Mae) 9:00 - 9:05 (Senior Auction for Freddie Mac) -

    9:30 - 11:00: Creditex/Markit calculate Inside Market Midpoint andOpen Interest

    11:00: Inside Market Midpoint and Open Interest published-

    Noon 2:30 (Subsequent Bidding Period): Limit Orderssubmitted Noon - 12:15 (Senior Auction for Fannie Mae)

    : - : u or na e uc on or ann e ae 1:30 - 1:45 (Senior Auction for Freddie Mac) 2:15 - 2:30 (Subordinate Auction for Freddie Mac)

    4:00: Final Price calculated and published, details of Market

    8

    All results published at www.creditfixings.com

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    Post Auction

    Transactions covered b the Auction cash settle at the

    Final Price on the Cash Settlement Date specified in theProtocol (October 15, 2008)

    Trades formed in the Auction are matched and notified bAdministrators and settled by the relevant participantsdirectly.

    The effective Buyer will need to deliver a Notice of PhysicalSettlement specifying the Deliverable Obligation(s) itproposes to deliver.

    The effective Seller will pay the Final Price for such

    e vera e ga ons.

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    Auction Methodology in Detail

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    1. Determines the Inside Market Midpoint

    ,

    Final Price Market participants penalized for trades which touch or

    cross by requiring a cash payment ofAdjustment Amount(calculated by reference to Inside Market Midpoint)

    2. Determines the Open Interest

    For market participants that still want to physically settleor where dealers/customers want to be able to buy/sellthe Deliverable Obligations at the Final Price

    Open Interest is the net imbalance between buy and sell

    3. Matches Limit Orders to create live trades to buy and sellDeliverable Obligations at the Final Price

    11

    .

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    -

    Dealers submit pairs of Inside Market Bids/Offers no more than 2% ofpar apart in a representative size ($10m) ns e ar e comm men o en er as e er o ga on

    buyer) into RAST Inside Market Offer commitment to enter as Buyer (obligation

    seller) into RAST RAST: Representative Auction-Settled Transaction (effectively a

    bond purchase agreement, but with CDS buy-in rules see later) Pairs separated and sorted in:

    Inside Market Bids Descending Order Inside Market Offers Ascending Order

    Touching or Crossing pairs discarded for these purposes Identify the Best Half i.e. the rounded up half of Bid/Offer pairs with

    ti htest s reads e. . if there are 11 airs the best half is the 6

    tightest pairs) The Bid and Offer pairs in the Best Half are then averaged to

    calculate Inside Market Midpoint

    12

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    -

    Dura Auction

    Bid Offer Dealer

    UBS

    Barclays

    Crossing

    Dealer

    4.5

    4

    2.5

    4.25

    Goldman

    Morgan Stanley

    BofA

    Merrill

    Lehman

    Credit Suisse

    Best Half

    3.75

    3.625

    3.5

    3.5

    4.5

    4.75

    4.75

    5.25

    Bear Stearns

    Deutsche

    JPMorgan

    Citi

    Citi

    Deutsche

    JPMorgan

    Bear Stearns

    3.25

    2.75

    2.75

    2.5

    5.5

    5.5

    5.625

    5.75

    Lehman

    Credit Suisse

    Merrill

    BofA

    Inside Market Mid-point = 4.25 (average of Best Half

    Goldman

    .

    0.5 6.5 UBS

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    bids and offers)

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    If a Bid is equal to or higher than an Offer n ear er uc ons e par es were requ re o ra e w

    each other Now, one party will be required to pay an Adjustment

    moun re ec ng erence e ween er an eInside Market Midpoint

    If Open Interest is an offer to sell, Bidder pays; if Openn eres s an o er o uy, e er pays

    Adjustment Amount paid to ISDA to defray costs of auction

    Operates as a penalty for perceived off-market quotes

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    Participating Bidders submit Physical Settlement Buy/Sell Requests:

    orders to trade bonds of a stated size at the Final Price (as ultimatelydetermined in Auction

    Physical Settlement Buy Request: Firm commitment to enter as Seller(obligation buyer) into Representative Auction-Settled Transaction (RAST)

    Physical Settlement Sell Request: Firm commitment to enter as Buyero ga on se er n o

    Physical Settlement Buy/Sell Requests must be in same direction as

    and not in excess of Participating Bidders or customers MarketPosition

    Participant that has purchased a net $100m in protection can only sell upto $100M in Deliverable Obligations

    Conversely, a participant that has sold a net of $100M in protection can

    RAST is a credit default swap, but on terms such that it takes effectas a bond sale and purchase of cheapest to deliver DeliverableObli ations at Final Price and with standard CDS non-deliver fall-

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    backs.

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    Customers submit requests through dealer counterparties.

    requests no larger than its position with such ParticipatingBidder.

    in all Physical Settlement Buy vs. Physical Settlement SellRequests is Open Interest

    Bid Requests position as Seller under RAST / CDS

    Offer Request position as Buyer under RAST / CDS

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    -

    Dura auction

    Bid / Offer USD million

    BofA Offer 0

    Dealer

    Physical Settlement Requests

    Barclays

    Bear Stearns

    Citi

    Deutsche

    Offer

    Offer

    Offer

    Offer

    6

    0

    3

    22

    JP Morgan

    Lehman

    Merrill

    ys ca e emen eRequests = 81

    Morgan Stanley

    Offer

    Offer

    Offer

    Offer

    1

    5

    13

    3

    UBS

    Credit Suisse Physical Settlement BuyRequests = 4

    Offer

    Bid

    9

    4

    17

    OPEN INTEREST = 77 (offer side)

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    Allows participants to maintain same cash position after auction as ifthey had physically settled E.g. assume notional of $100 and Final Price of 40%

    Seller under Physically Settled CDS would pay $100 and receive$100 of Obligations worth $40

    Under Auction Seller will a $60 and, b lacin Limit Orders, bu$100 of Obligations for $40

    If Open Interest is an offer to sell, it implies that, of the market

    participants wishing physical settlement, there are more net buyers of

    Obligations under a physically settled CDS)

    If Open Interest is an bid to purchase, it implies that, of the marketparticipants wishing physical settlement, there are more net sellers of

    Obligations under a physically settled CDS)

    Value of Limit Orders is far below aggregate notional of CDS. Vast majority of covered transactions do not trigger Physical Settlement

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    Requests and are not reflected in Open Interest.

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    Unmatched Limit Orders matched to Open Interest

    Last Unmatched Limit Order so matched is Final

    Price

    Limit Orders: firm commitment to enter into RAST at a

    specified price and specified size; and

    Includes Inside Market Bids/Offers which touched or crossedare still taken into account as Unmatched Limit Orders, but

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    Where Limit Order book is greater than Open Interest, IMMserves as a limit on Final Price match Unmatched Limit Orders until Open Interest closed or limit

    book runs out (depending on which is larger) If Open Interest is bid, match all Limit Offers in ascending order

    Highest Limit Offer so matched is Final Price If Highest Limit Offer is below IMM minus Cap Amount, Final Price = IMM

    minus Cap Amount

    If Open Interest is offer, match all Limit Bids in descending order

    Lowest Limit Bid so matched is Final Price If Lowest Limit Bid is above IMM lus Ca Amount, Final Price = IMM

    plus Cap Amount

    Where Open Interest is greater than Limit Order book, FinalPrice is: If O en Interest is offer zero

    If Open Interest is a bid, (a) for purposes of settling covered CDS trades, Final Price is par

    and b for ur oses of settlin trades formed in the auction, Final Price is

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    the highest offer received

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    -

    Dura auction sorted dataO en Interest = 77

    Bid USD million

    UBS

    Barclays

    4.25 10

    Dealer

    4 10

    BofA

    Credit Suisse

    Merrill

    Bids = 62

    Bids = 82

    3.75 10

    3.75 20

    3.625 10

    BofA

    Credit Suisse

    Lehman

    FINAL PRICE = 3.5

    3.625 2

    3.5

    3.5

    10

    10

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    Questions?

    These are presentation slides only. The information within these slides does notconstitute definitive advice and should not be used as the basis for giving definitiveadvice without checking the primary sources.

    Allen & Overy means Allen & Overy LLP and/or its affiliated undertakings. Theterm partner is used to refer to a member of Allen & Overy LLP or an employee orconsultant with e uivalent standin and ualifications or an individual with

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    equivalent status in one of Allen & Overy LLP's affiliated undertakings.

    NY:3680616