<p> APPENDIX XI.B. Legal Services – Corporate Operations Branch</p><p>Effective Date: December 11, 2008</p><p>Resolution No. 072865 adopted December 7, 2004, as clarified by Resolution No. 073261 adopted May 16, 2005 and Resolution No. 074567 adopted December 5, 2006</p><p>LEGAL SERVICES1</p><p>Senior Counsel, Function/Position General Counsel Deputy General Counsel Assistant General Counsel Supervisory Counsel LEGAL REFERRAL AUTHORITY: Execute LSA, amendments Full Full Full Full and terminations Execute a Legal Referral, Up to Payment Approval Up to Payment Approval modifications and Up to Payment Approval Authority Up to Payment Approval Authority Authority 2 Authority terminations Approve Legal Matter Up to Payment Approval Up to Payment Approval Up to Payment Approval Authority Up to Payment Approval Authority budget, amended budget Authority Authority PAYMENT APPROVAL AUTHORITY: $2 million $2 million $1 million Approve payments per matter $500,000 Competitive Competitive Competitive Competitive for a Legal Referral3 or $125,000 $250,000 $250,000 $125,000 modification4 Noncompetitive Noncompetitive Noncompetitive Noncompetitive Approve payment of Legal Up to Approved Legal Up to Approved Legal Matter Up to Approved Legal Matter Budget Up to Approved Legal Matter Referral invoices Matter Budget Ceiling Budget Ceiling Ceiling Budget Ceiling RELATED MATTERS:</p><p>1 The General Counsel as chief contracting official for legal services, has the authority to contract for legal services under section III.b of the Resolution. That authority may be delegated to the senior Legal staff. The term “Legal Services” is defined in section I.n. of the Resolution. This delegation applies to the use of outside counsel and/or related legal support services, such as use of expert witnesses, non-lawyer services, and any services that support the professional services of either in-house attorneys or outside counsel. 2 For purposes of this matrix, the phrase, “Up to Payment Approval Authority” refers to the approved aggregate payment amount or ceiling for a specific legal matter. 3 The term “Legal Referral” is defined in section I.k of the Resolution to include referrals for any legal services. 4 Pursuant to section IV.b of the Resolution the General Counsel has delegated payment authority of $2,000,000 for competitive legal referrals and $250,000 for non-competitive legal referrals. APPENDIX XI.B. Legal Services – Corporate Operations Branch</p><p>Effective Date: December 11, 2008</p><p>Resolution No. 072865 adopted December 7, 2004, as clarified by Resolution No. 073261 adopted May 16, 2005 and Resolution No. 074567 adopted December 5, 2006</p><p>Senior Counsel, Function/Position General Counsel Deputy General Counsel Assistant General Counsel Supervisory Counsel Full Approve resolution of Not Delegated (except Senior (GC Delegated Authority to Not Delegated Not Delegated conflicts of interest Counsel, CIRU has Full) Conflicts Committee Chair)5 Legal Audits6 Full Full Full Full</p><p>5 See, e.g., 12 CFR Part 366 6 Authority for Legal Audits is delegated to COB only.</p>