Asset-backed commercial paper: Market and regulatory developments

1. Asset-backed commercial paper:Market and regulatory developments IMN/ESF Global Asset-Backed Securities ConferenceBarcelona11-13 June 2007

2. ABCP market and regulatory developments • Basle II and the Internal Assessment Approach • IFRS & FIN46: On or off balance sheet – does it matter any more? • Securities arbitrage: Conduits and alternative value • Conduits vs. asset based lending

3. Panelists Moderator Bart JoosenPartnerDLA Piper, AmsterdamBart.Joosen@dlapiper.com Tony GioulisHead of SecuritisationUK/Europe, nabCapital, a division of National Australia Bank,LondonTony.Gioulis@eu.nabgroup.com Alan ParryDirector,FI Debt Capital Markets, Global Banking & MarketsRoyal Bank of Scotland, Londonalan.parry@rbos.com Kevin HawkenPartnerMayer, Brown, Rowe & Maw LLP, Londonkhawken@mayerbrownrowe.com

4. Bart JoosenPartnerDLA Piper, Amsterdam Bart Joosen is regularly involved in advising international and national clients on matters of banking and securities law. Most of the clients of Bart Joosen are active in the financial industry. Bart Joosen’s special expertise includes: regulatory matters for financial services institutions (Banks, Insurance Companies, Investment Funds and Securities intermediaries), international finance transactions and structured finance (including securitisation), risk management issues and application of financial derivatives, payment and settlement systems and money transfer issues, anti-money laundering and anti-terrorism regulations and compliance matters for financial institutions and listed companies. Tel.: +31 (0)20 5419 905 E-mail: bart.joosen@dlapiper.com

5. Tony GioulisHead of Securitisation UK/EuropenabCapital, a division ofNational Australia Bank, London Tony Gioulis is currently nabCapital's Head of Securitisation UK/Europe and has been involved in the asset backed markets since the late 1980s. He spent seven years in NatWest Markets, responsible for establishing client-led structures primarily associated with short-term and medium-term assets. He subsequently joined HSBC Investment Bank as Pan European Head, Conduit Securitisation, where he founded its UK/European CP Securitisation business and its $5 billion sponsored multiseller conduit fund, Regency Markets. In 2004 he joined nabCapital, a division of National Australia Bank, and led the launch of CentreStar Capital, a $10 billion hybrid conduit fund providing its corporate and institutional client base with capital markets access and a securities arbitrage platform designed to finance highly rated ABS. A securitisation veteran, Tony has arranged a number of market-first, pathfinder transactions including the first ever securitisation of charge cards in Europe, quoted in the IFR as a "landmark deal", and UK's largest buy-to-let mortgage securitisation warehouse at the time in the region of GBP 1 billion. . Tel.: + 44 (0) 20 7710 2917 E-mail: tony.gioulis@eu.nabgroup.com

6. Alan ParryDirector, FI Debt Capital Markets, Global Banking & Markets Royal Bank of Scotland, London Alan has been with the RBS Securitisation Group for the past 8 years. Initially joining to run the conduit treasury function, Alan moved to the origination and execution side of the business in 2002 and now heads the business. Alan has been involved in a wide range of asset classes, but has specific expertise in autos and leasing and in applying securitisation technology to M&A opportunities where securitisation linked bridge debt can offer a cost effective acquisition financing solution. . Tel.: +44 (0) 20 7085 3038 E-mail: alan.parry@rbos.com

7. Kevin HawkenPartnerMayer, Brown, Rowe & Maw LLP, London Kevin P. Hawken is a partner in the London office of Mayer, Brown, Rowe & Maw and a member of the firm's international securitisation team. He has specialised in securitisation since joining the firm's Chicago office in 1989, representing commercial paper program administrators, asset sellers, liquidity providers, credit enhancers and rating agencies in transactions involving a wide variety of asset types. His cross-border securitisation experience includes transactions backed by corporate bonds, consumer loans, equipment leases, trade receivables, future export receivables and operating company revenues from countries in Asia, Europe and Latin America. Before joining Mayer, Brown, Rowe & Maw, Mr. Hawken worked as a finance lawyer at Shearman & Sterling and then Marks Murase & White in New York City. He is a graduate of the Georgetown University Law Center and the University of Illinois. Tel.: +44 (0) 20 7246 6218 E-mail: khawken@mayerbrownrowe.com

8. Basel 2 implementation • Effects on conduits and conduit sponsors • Internal Assessments Approach: Origin and implications • Rules diverge in different countries • Criteria for asset transfer in securitisation • Special requirements where originator acts as servicer • Early amortisation and revolving transactions

9. Accounting and regulatory changes—effects on conduits • Financial reporting consolidation • Accounting treatment of customer transactions • Securities arbitrage • Asset-based lending vs. conduit funding

10. Questions?