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DTCC Announces Plans to Separate Role of Chairman and CEO

Adopts global standard for corporate governance to enhance independence & risk management

New York, December 27, 2010 - The Depository Trust & Clearing Corporation (DTCC) announced today that it is planning to adopt an enhanced corporate governance model that is better aligned with widely accepted global standards, creating a Chairman of the Board role that is separate from the Chief Executive Officer position.

The decision to separate the Chairman and CEO roles is the outcome of considerable discussion by the Board of Directors and DTCC executive management over the past two years, culminating in a Governance Review process completed in 2010. DTCC executive management proposed this separation in the early stages of the governance review.

The Board has closely monitored global trends on governance, especially at a time when DTCC has increasingly become involved in global business issues, particularly in Europe. The addition of the separate Chairman promises to foster the Board’s related goal of being best-in-class in the oversight of risk management.

Separating the roles of Chairman and CEO is seen as a significant step by regulators, policy makers and governance experts as a best-of-breed standard in financial services—and other industry sectors as well. A growing number of leading international companies have adopted this model over the past several years.

Under the new organizational structure, the CEO will oversee DTCC’s overall business strategy, business operations, systems, customer outreach, and staff functions (e.g., Finance, Legal, Human Resources, etc.) that pertain to the day-to-day running of the company, working in close collaboration with and reporting to the Chairman. However, to heighten independence and direct accountability, DTCC’s risk management and compliance activities will report directly to the Chairman. This structure provides for optimal checks and balances between the businesses and control functions, with separate and independent reporting lines to the Board of Directors.

“Adding this important new leadership role builds upon DTCC’s already strong corporate governance culture and provides a critical complement to Don Donahue—who continues as CEO—and his leadership team at a time when the financial world is undergoing unprecedented change,” said Art Certosimo, Presiding Director of DTCC’s Board of Directors.

Over the past two years, the DTCC Board and executive management team have been focused on enhancing risk management and corporate governance in line with widely accepted global standards of “best practices” of oversight, internal controls, and ensuring there is the highest degree of independence and direct accountability to executive management and the Board.

“DTCC is already a world-class organization,” Certosimo continued, “and the Board has full confidence in DTCC’s executive management, led by Don Donahue, and in the talent and experience of DTCC employees. The challenge now is to meet the increasing expectations of the industry, our regulators, and other stakeholders regarding our ability to manage and mitigate risk. With this governance model, we believe DTCC will be even better positioned to demonstrate the strengths that are a hallmark of its global reputation for bringing certainty, safety and soundness to our capital markets.”

DTCC has engaged Korn/Ferry International to conduct the search for the new Chairman and expects that it will be completed and the position filled early in 2011.

About DTCC

DTCC, through its subsidiaries, provides clearance, settlement and information services for equities, corporate and municipal bonds, government and mortgage-backed securities, money market instruments and over-the-counter derivatives. In addition, DTCC is a leading processor of mutual funds and insurance transactions, linking funds and carriers with their distribution networks. DTCC's depository provides custody and asset servicing for more than 3.6 million securities issues from the United States and 121 other countries and territories, valued at US$33.9 trillion. In 2009, DTCC settled nearly US$1.48 quadrillion in securities transactions. DTCC has operating facilities and data centers in multiple locations in the United States and overseas.