6/04/03

YieldAuction Guidelines for Institutional Buyers and Institutional Sellers

Acknowledging Guidelines and Disclaimer:

Upon logging in to YieldAuction, Authorized Users acknowledge they have reviewed and accept Guidelines and Disclaimer, which are accessible via Guidelines and Disclaimer links on the YieldAuction Home Page. Any time an amendment to Guidelines and/or Disclaimer is posted, the date the amendment was posted will be displayed next to Guidelines and Disclaimer links.

Creating Approved Bidder List:

To create an Approved Bidder List, Sellers select Approved Buyers from Grant Street Group's general list of banks. From this general list, Sellers may create one or multiple Approved Bidder Lists and may add or remove selected Approved Buyers from Approved Bidder Lists at any time. If a Seller wishes to designate a bank not on the general list as an Approved Buyer, Sellers may contact Grant Street Group and request that such bank be added to the list. Sellers are solely responsible for maintaining Approved Bidder Lists.

Posting Rates:

Buyers ("Borrowers") may post one or more indicative rates for time deposits (including overnight), bank notes, and/or certificates of deposit via the Post Rates link on their Bid Page. Buyers designate the posting period, rate, amount (in millions), Minimum Bid, settlement date, maturity date, and Type of Funds. Buyers may change or remove rates at their discretion. Posted amounts are automatically reduced by the amount of filled trades. Rates remaining on the Review Rates Page as of 12:00 midnight each day are automatically deleted.

Sellers ("Lenders") may post one or more indicative rates for time deposits (including overnight), bank notes, and/or certificates of deposit by creating a Posting from their Solicitation Page. Sellers designate the posting period, rate, amount (in millions), Minimum Bid, settlement date, maturity date, Type of Funds, and Approved Buyers. Posting rates will automatically send electronic messages via email to Sellers' Approved Buyers. Sellers may modify or cancel postings at their discretion. Posted amounts are automatically reduced by the amount of filled trades. Rates remaining on the Review Rates Page as of 12:00 midnight each day are automatically deleted.

Reviewing Rates and Initiating Trades:

Buyers may review rates posted by all Buyers and Sellers via the Review Rates link on the Bid Page. Approved Buyers may click on rates posted by Sellers and submit bids. For bids submitted in response to Sellers' postings, the Buyers designate only the amount of such bid. Identities of Buyers and Sellers posting rates are not disclosed on the Review Rates Page. However, identities of Buyers will be disclosed to Sellers before committing to a trade.

Sellers may review rates posted by all Buyers and Sellers via the Review Rates link on the Solicitation Page. Sellers may click on rates posted by Approved Buyers and create and send exclusive solicitations to Approved Buyers posting such rates. In exclusive solicitations, Sellers designate only the amount solicited. Identities of Buyers and Sellers posting rates are not disclosed on the Review Rates Page. However, identities of Buyers will be disclosed to Sellers before committing to trades.

Creating General Solicitations:

Sellers may solicit bids by creating a solicitation on their Solicitation Page. Sellers designate number of solicitations, Open or Sealed auction, solicitation period, Minimum Rate (optional), amount solicited (in accordance with Amount Provisions), Minimum Bid (optional), settlement date, maturity date, Type of Funds and Approved Buyers. Grant Street Group is available to assist Sellers with creating solicitations on their behalf. Sellers are solely responsible for the accuracy of the terms of their solicitations.

Preparing and Submitting Bids:

Buyers must input bids in accordance with Amount Provisions, Rate Provisions and Bid Limits in order to submit bids. Buyers may submit bids in amounts greater than the amounts solicited.

Verifying Bids:

Buyers submitting bids will have an opportunity to verify the terms of their bids and the Transaction Fee. Bids submitted in accordance with Guidelines herein become Eligible Bids. Buyers are obligated to honor submitted bids if accepted by Sellers, except as provided in the Award/Acknowledge Time Limits section herein.

Starting, Modifying and Canceling Solicitations:

Solicitations start in accordance with solicitation periods established by Sellers when creating solicitations. Sellers may modify solicitations up to the time the solicitation period begins. Sellers may cancel solicitations up to the time the solicitation period ends.

Sending Solicitation Alerts:

Creating, starting and modifying solicitations will automatically send Solicitation Alerts to Sellers' Approved Buyers.

Number of Bids:

In Sealed auctions, Buyers may submit any number of better and/or worse bids. In Open auctions, Buyers may submit better bids only, as provided in Prioritizing Bids section herein.

Prioritizing Bids:

Bids will be prioritized and Bid Status determined in one of two ways, as designated by Sellers: (1) by highest rate; that being equal, then by greatest amount; those both being equal, then by first bid received, or (2) by highest rate; that being equal, then by first bid received; those both being equal, then by amount.

Accepting or Rejecting Bids:

Awards are made at the discretion of Sellers. Sellers reserve the right to reject any or all bids at their sole discretion. Sellers may accept bids in full or in part (subject to Minimum Bid limits), at their discretion. Sellers are not obligated to accept bids with the highest rates and they cannot accept amounts from Buyer greater than their bid amount.

Sellers are subject to a time limit for accepting or rejecting bids, as provided in the Award/Acknowledge Time Limits section herein.

Acknowledging or Withdrawing Bids:

In Sealed auctions only, Buyers may withdraw their bids during the solicitation period.

In Sealed and Open auctions, once the solicitation period ends and upon Sellers' acceptance of bids, Buyers are subject to a time limit for acknowledging or withdrawing bids, as provided in the Award/Acknowledge Time Limits section herein. After Buyers acknowledge their bids, they may enter or revise their settlement instructions via the Settlement link.

For trades initiated from posted rates, if Sellers accept bids, Buyers do not have an Acknowledge Period (described below). Buyers go immediately to Settlement.

Award/Acknowledge Time Limits:

Sellers and Buyers are subject to a time limit, whereby Sellers have a specific amount of time to accept or reject bids (the "Award Period") and Buyers have a specific amount of time to acknowledge or withdraw bids (the "Acknowledge Period"). The particular period (i.e., Award Period or Acknowledge Period) and time remaining will be disclosed to Sellers on their Solicitation Page and to Buyers on their Bid Page.

Open and Sealed Auctions:

SELLER'S	BUYER'S
AWARD PERIOD	ACKNOWLEDGE PERIOD

Seller can accept	If Seller accepts during
or reject.	Award Period,
	Buyer can acknowledge
Buyer cannot	or withdraw during
withdraw.	Acknowledge Period.

If Seller rejects or allows	If Seller accepts during
Award Period to expire,	Award Period, and Buyer
there is no trade.	allows Acknowledge Period
	to expire (or withdraws),
	there is no trade.

When Sellers accept bids during Award Period, the Award Period immediately ends and Acknowledge Period begins.

Transactions from Posted Rates:

When Sellers send exclusive solicitations in response to Buyers' posted rates or Buyers submit bids in response to Sellers' posted rates, Sellers are subject to a time limit in the Award Period. If Sellers accept bids during the Award Period, Buyers are obligated to honor bids. Buyers do not have an Acknowledge Period.

Settlement:

Sellers and Buyers are responsible for settlement of transactions conducted on YieldAuction. Settlement information is provided on the Settlement Page and is accessible via the Settlement link. Sellers and Buyers are responsible for promptly providing settlement instructions and/or verifying the accuracy of such data on the Settlement Page.

Letter of Undertaking:

After settlement instructions are sent, Sellers may require Buyers to sign and submit a Letter of Undertaking. The Letter of Undertaking will be accessible to Sellers and Buyers via a link on Sellers' Solicitation Page, Buyers' Bid Page, and Settlement Page. Buyers are responsible for promptly submitting Letters of Undertaking.

Disclosing Results:

Buyers who submit bids may see bidding results via the Results Archive link on their Bid Page. Buyers' identities are not disclosed on the Results Page. Results will be accessible either immediately after the (a) Award Period, or (b) Acknowledge Period.

Buyers and Sellers may see results of all trades for the current day in the Trades section of the Review Rates Page. Identities of Buyers and Sellers are not disclosed in the Trades section.

Transaction Fee Disclosure and Payment:

Buyers awarded deposits will be charged a Transaction Fee. The Transaction Fee will be displayed to Buyers on the Verification Page (before their bid is transmitted to Sellers) and on the Settlement Page (after they have received an award). Buyers will receive a monthly invoice from Grant Street Group for Transaction Fees due for the preceding month's trades.

Definitions:

Amount Provisions:

All amount inputs by Sellers and Buyers are in millions (e.g. $50,000,000 is input as "50" or $50,123,456.78 is input as "50.12345678").

Approved Bidder List:

Seller's list of Approved Buyers.

Approved Buyer:

Buyer designated by Seller to receive Solicitation Alerts and permitted by Seller to bid on Seller's solicitations and postings.

Authorized Users:

Registered users who post rates, bid or solicit on behalf of Buyers or Sellers.

Bid Limits:

One or both of the following limits established by Sellers and displayed on Buyers' Bid Page: Minimum Bid and Minimum Rate.

Bid Status:

In an Open auction, the status of a Buyer's bid relative to other bids during an auction in accordance with the Prioritizing Bids Section herein. The Bid Status may be expressed as either: 1) the amount such bid is "In the Money", or 2) the rank order of such bid (i.e., 1^st, 2^nd, 3^rd, 4^th, etc.). Bid Status does not show rates or amounts submitted by other bidders, nor does it show identities of other bidders.

Buyers:

Authorized Users who submit bids for funds offered by Sellers.

Eligible Bids or Bids:

Bids submitted and verified by Buyers that meet Guidelines (i.e., bids eligible for acceptance by Sellers). The term "bid" or "bids" as used in these Guidelines means "Eligible Bid" or "Eligible Bids", unless otherwise noted.

Institutional Sellers:

Entities such as (but not necessarily limited to) money market funds, corporations and banks offering funds for sale.

Institutional Buyers:

Buyers of funds offered by Institutional Sellers.

Letter of Undertaking:

Letter from Buyer addressed to Seller and/or its clearing agent, confirming settlement details for a transaction and signed by Buyer either manually or electronically

Minimum Bid:

Either: (1) minimum amount Buyers may submit, as designated by Sellers, or (2) minimum amount Sellers may accept from Buyers, as designated by Buyers. If no minimum amount is specified by Seller, Minimum Bid is $1,000.

Minimum Rate:

Minimum interest rate Buyers may submit, as designated by Sellers.

Open auctions:

Solicitations in which Buyers who submit bids can see their Bid Status.

Rate Provisions:

All interest rate inputs by Sellers and Buyers should be expressed as a percentage, up to 1/100,000 of one percent (e.g., 3.12345%).

Sealed auctions:

Solicitations in which Buyers who submit bids cannot see their Bid Status.

Sellers:

Authorized Users who offer funds for sale.

Solicitation Alerts:

Electronic messages delivered to Approved Buyers via email or, for those logged into YieldAuction, via pop-up browser window, which contain summary information pertaining to particular solicitations and serve as an invitation to bid in response to Sellers' solicitations.

Transaction Fee:

Annualized fee based on the principal amount of the deposit awarded, payable to Grant Street Group, the Auction Administrator.

Type of Funds:

Means any of the following:

TD-EuroFeds: Eurodollar time deposits ("corporate funds" or "offshore dollars") clearing via the Federal Reserve wire system,

TD-CHIPS: Eurodollar time deposits ("corporate funds" or "offshore dollars") clearing via the Clearing House Interbank Payments System,

TD-FedFunds: Time deposits representing inter-bank reserves clearing via the Federal Reserve wire system,

CD-DTC: Negotiable certificates of deposit held in book-entry form at Depository Trust Company, or

BankNote-DTC: Negotiable bank notes held in book-entry form at Depository Trust Company.