Free Supplemental Brief - District Court of Federal Claims - federal

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Bates Nos. CC7805-CC7807 - An exchange of seven emails among Horace Howells, Donna Marie Young, Dianna Miosi, William O'Shea, Heather Maloy, Cary Pugh, Christine Ellison, Gary Wilcox, and Deborah Harrington, dated April 14 and 15, 2003, discussing a particular type of transaction that may be within the scope of the draft regulations, all of which are contained in Bates Nos. CC0032-CC0034. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7808-CC7809 - An exchange of six emails among Horace Howells, Donna Marie Young, Dianna Miosi, William O'Shea, Heather Maloy, Cary Pugh, Christine Ellison, and Deborah Harrington, dated April 14 and 15, 2003, discussing a particular type of transaction that may be within the scope of the draft regulations, which are included in Bates Nos. CC0030-CC0031, except the email on April 15, 2003, at l:05pm. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. In addition, the Service asserts executive privilege for Ms. Pugh's email on April 15, 2003, at l:05pm as it contains her reactions to the draft 752 regulations and issues arising under the draft regulations, which had not yet been issued. Bates Nos. CC7810-CC7811 -An exchange of seven emails among Horace Howells, Donna Marie Young, Dianna Miosi, William O'Shea, Heather Maloy, Cary Pugh, Christine Ellison, and Deborah Harrington, dated April 14 and 15, 2003, discussing a particular type of transaction that may be within the scope of the draft regulations, which are included in Bates Nos. CC0030-CC0031, except Ms. Pugh's email on April 15, 2003, at l:05pm. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. The Service also asserts executive privilege for the portions of Ms. Young's email on April 15, 2003, at 9:02am, Ms. Pugh's email on April 15, 2003, at 9:03am, and Ms. Young's email on April 15, 2003, at 9:05am as the withheld information contains the respective authors' impressions and recommendations regarding issues arising under the draft regulations, which had not yet been issued. Bates Nos. CC7812-CC7813An exchange of six emails among Horace Howells, Donna Marie Young, Dianna Miosi, William O'Shea, Heather Maloy, Cary Pugh, Christine Ellison, and Deborah Harrington, dated April 14 and 15, 2003, discussing a particular type of transaction that may be within the scope of the draft regulations, which are included in Bates Nos. CC7810-CC7811. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7814-CC7815 - An exchange of four emails among Horace Howells, Donna Marie Young, Dianna Miosi, William O'Shea, Heather Maloy, Cary Pugh, Christine Ellison, and Deborah Harrington, dated April 14 and 15, 2003, discussing a particular type of transaction that may be within the scope of

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the draft regulations, which are included in Bates Nos. CC7810-CC7811. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7817 - An exchange of three emails among Horace Howells, Donna Marie Young, Dianna Miosi, William O'Shea, Heather Maloy, Audrey Nacamuli, Eric Solomon, and Deborah Harrington, dated April 14, 2003, discussing their respective views as to possible revisions to language of the draft regulations, which are included in Bates Nos. CC0030-CC0031, except the email of Ms. Harrington on April 14, 2003, at 5:36pm. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7818 - An exchange of two emails among Horace Howells, Donna Marie Young, Dianna Miosi, William O'Shea, Heather Maloy, Audrey Nacamuli, Eric Solomon, and Deborah Harrington, dated April 14, 2003, discussing revisions to language of the draft regulations. The email written by Mr. Howells on April 14, 2003, is included in Bates No. CC0031 and the Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. The Service also asserts executive privilege for the email written by Ms. Harrington on April 14, 2003, at 4:24 as it contains her recommendations for changes to the proposed draft regulations, which had not yet been issued. Bates No. CC7819 - An exchange of two emails among Donna Marie Young, Dianna Miosi, William O'Shea, Heather Maloy, Cary Pugh, and Deborah Harrington, discussing revisions to language of the draft temporary § 358 regulations dated April 9, 2003, all of which are included in Bates No. CC0031. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7821 - An email from Horace Howells to Deborah Harrington, Donna Marie Young, Dianna Miosi, William O'Shea, and Heather Maloy, dated April 9, 2003, at 7:17pm, discussing revisions to language of the draft temporary regulations. The Service asserts executive privilege for portions of the document that contain the author's suggested draft language for, and explanations of changes made since the prior version of, the § 752 regulations as well as the author's views on the definition of certain terms in the draft regulations. Bates Nos. CC7822-CC7823 - An exchange of three emails among Horace Howells, Donna Marie Young, Dianna Miosi, William O'Shea, Heather Maloy, Cary Pugh, Matthew Stevens, Helen Hubbard, Eric Solomon, Gary Wilcox, and Deborah Harrington, dated March 20 and March 21,2003, and April 9, 2003, discussing revisions to language of draft temporary regulations, all of which are included in Bates Nos. CC0110-CC0111. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document.

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Bates Nos. CC7824-CC7825 - An exchange of four emails among Donna Marie Young, James Gergurich, Christine Ellison, and Richard Starke, dated April 4 and 7, 2003, discussing their interpretations of the § 358(h) exceptions with respect to the draft regulations concerning two transactions. Bates No. CC7825 is blank. The Service asserts executive privilege for the portions of Mr. Gergurich's emails on April 4, 2003, at 4:30pm, April 7, 2003, at 12:12pm, and a portion of Ms. Young's email on April 7, 2003, at 4:31pm, because the withheld information consists of their respective views interpreting the exceptions under § 358(h) as the regulations were under development. Bates No. CC7826 - An exchange of four emails among Donna Marie Young, James Gergurich, Deborah Harrington, and Audrey Nacamuli, dated March 31, 2003, and April 1 and 4, 2003, discussing their respective interpretations of the § 358(h) exceptions with respect to the draft regulations concerning two transactions. The Service asserts executive privilege for the portions of the document that consist of Ms. Young's email on April 1,2003, at 11:04am and a portion of her email on April 4, 2003, at 4:25pm because the withheld information consists of the author's views as to the proper interpretation of the exceptions under § 358(h) as the regulations were under development. Bates No. CC7827 - An exchange of two emails from Horace Howells to Gary Wilcox, Matthew Stevens, Cary Pugh, Heather Maloy, William O'Shea, Donna Marie Young, and Dianna Miosi, discussing the most recent changes to language of the draft regulations, all of which are included in Bates Nos. CC0110-CC0111. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7828 - An email from Horace Howells to Gary Wilcox, Matthew Stevens, Cary Pugh, Heather Maloy, William O'Shea, Donna Marie Young, and Dianna Miosi, dated March 20, 2003, 5:41pm, discussing draft language for the § 752 regulations, all of which are included in Bates Nos. CC0110-CC0111. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7829-CC7831 - An exchange of seven emails among Horace Howells, Donna Marie Young, William O'Shea, Dianna Miosi, and Heather Maloy, dated March 11, 14, and 17, 2003, discussing draft language for the § 752 regulations. The Service asserts executive privilege for the entire document because it consists of the respective authors' views of, and the draft language of the examples of, the § 752 regulations, which had not yet been issued. Bates Nos. CC7832-CC7833 - An exchange of four emails among Horace Howells, Donna Marie Young, William O'Shea, Dianna Miosi, and Heather Maloy, dated March 11, 14, and 17, 2003, discussing draft language for the § 752 regulations, which are included in Bates Nos. CC7829-CC7831. The Service

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asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC7840-CC7841 - An exchange of three emails among Horace Howells, Donna Marie Young, Dianna Miosi, and Deborah Harrington, dated December 6 and 9, 2002, discussing revisions to draft language for the § 752 regulations. The Service asserts executive privilege for a portion of Ms. Young's email on December 6, 2002, at 3:26pm and Ms. Harrington's email on December 6, 2002, at 5:38pm, as the withheld information consists of the respective authors' views of, and the draft language for, the § 752 regulations, which had not yet been issued. Bates Nos. CC7842-CC7843 - An exchange of three emails among Horace Howells, Donna Marie Young, Dianna Miosi, and Deborah Harrington, dated December 6 and 9, 2002, discussing revisions to draft language for the § 752 regulations. The portions of the document which contain a portion of Ms. Young's email on December 6, 2002, at 3:26pm and Ms. Harrington's email on December 6, 2002, at 5:38pm, are included in Bates Nos. CC7840-CC7841 and the Service asserts executive privilege for the same portions of the document and for the same reason asserted for that duplicate document. The Service also asserts executive privilege for a portion of Mr. Howells' email on December 9, 2002, at 10:39am because it contains the author's explanation for the addition of certain language in the § 752 draft regulations. Bates No. CC7844- An email from Donna Marie Young to Horace Howells, Dianna Miosi, and Deborah Harrington, dated December 6, 2002, discussing revisions to draft language for the § 752 regulations, which is included in Bates No. CC7840. The Service asserts executive privilege for the same portion of the document for the same reason asserted for that duplicate document. Bates No. CC7845 - An email from Donna Marie Young to Horace Howells and Dianna Miosi, dated December 2, 2002, discussing revisions to draft language for the § 752 regulations. The Service asserts executive privilege for a portion of the document because it contains the author's suggested changes to the language of the draft regulations, which had not yet been issued. Bates Nos. CC7847-CC7848 - An email from Horace Howells to Donna Marie Young, dated November 22, 2002, discussing language for insertion into a memorandum explaining the positions being taken at that time in the proposed draft regulations. The Service claims executive privilege for the entire document because it consists of the author's suggested language changes to the draft regulations, which had not yet been issued. Bates Nos. CC7852-CC7853 - An exchange of four emails among Deborah Harrington, Donna Marie Young, Horace Howells, William O'Shea, and Dianna Miosi, dated October 10 and 16, 2002, discussing revisions to draft language of

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the § 752 regulations. The Service claims executive privilege for the entire document because it consists of the authors' respective suggested language changes to the draft regulations, which had not yet been issued. Bates Nos. CC7854-CC7855 - An exchange of two emails among Deborah Harrington, Donna Marie Young, Horace Howells, William O'Shea, and Dianna Miosi, dated October 10 and 16, 2002, discussing revisions to draft language of the § 752 regulations, which are included in Bates Nos. CC7852-CC7853. The Service asserts executive privilege for the entire document for the same reason asserted for that duplicate document. Bates No. CC7856 - An exchange of three emails among Deborah Harrington, Donna Marie Young, Horace Howells, Stephanie Robinson, and Dianna Miosi, dated October 15, 2002, discussing revisions to draft language of the § 752 regulations. The Service asserts executive privilege for the portion of the document which contains Ms. Miosi's email on October 15, 2002, at 1:36pm and a portion of Ms. Harrington's email on October 15, 2002, at 1:49pm because the withheld information consists of draft language for the examples section of the § 752 regulations, which had not yet been issued. Bates No. CC7857 - An exchange of three emails among Deborah Harrington, Donna Marie Young, Horace Howells, William O'Shea, and Dianna Miosi, dated August 22, 2002, discussing revisions to language of preamble to the draft regulations. The Service asserts executive privilege for the portion of Ms. Young's email on August 22, 2002, at 1:53pm, Mr. Howells' email on August 22, 2002, at 2:32pm, and Ms. Young's email on August 22, 2002, at 3:09pm, because the withheld information consists of the respective authors' (and other attorneys') opinions regarding a scope of the authority issue in the draft § 752 regulations, which had not yet been issued. Bates No. CC7858 - An exchange of two emails among Deborah Harrington, Donna Marie Young, Horace Howells, William O'Shea, and Dianna Miosi, dated August 22, 2002, discussing revisions to language of preamble to the draft regulations, which are included in Bates No. CC7857. The Service asserts executive privilege for the same portion of the document for the same reason asserted for that duplicate document. Bates No. CC7859 - An exchange of two emails among Deborah Harrington, Donna Marie Young, Horace Howells, William O'Shea, and Dianna Miosi, dated August 1 and 6, 2002, discussing revisions to language of the draft regulations. The email written by Ms. Harrington is included in Bates No. CC0006, and the Service asserts executive privilege for the same portion of the document for the same reason asserted for that duplicate document. The Service also asserts executive privilege for the email written by Ms. Young as it consists of the author's opinions and respective views on language contained in the draft § 752 regulations as they relate to § 358(h).

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Bates No. CC7860 - An email from Deborah Harrington to Donna Marie Young, Horace Howells, Dianna Miosi, dated August 1,2002, discussing revisions to language of the draft regulations, which is contained in Bates No. CC0006. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. Bates Nos. CC7864-CC7866 - An exchange of seven emails among Deborah Harrington, Donna Marie Young, Dianna Miosi, and Horace Howells, dated July 19, 2002, discussing revisions to language of proposed draft § 752 regulations, which are included in Bates Nos. CC0002-CC0004, except Ms. Young's email on July 19, 2002, at 4:25pm. The Service asserts executive privilege for the same portion of the document for the same reason asserted for that duplicate document. The Service also asserts executive privilege for Ms. Young's email as it contains her views regarding language in the draft regulations, which had not yet been issued. Bates No. CC7869 - An email from Deborah Harrington to Donna Marie Young, Dianna Miosi, and William O'Shea, dated July 2, 2002, discussing revisions to draft language of the proposed § 752 regulations. The Service asserts executive privilege for the entire document as the withheld information consists of the author's analysis of the treatment of a contingent liability under the § 358(h) regulations, which had not yet been issued. Bates No. CC7870 - An email from Dianna Miosi to Donna Marie Young, June 17, 2002, discussing the potential effect of the draft regulations on a particular transaction. The Service asserts executive privilege for the entire document as the withheld information consists of the author's analysis of the tax treatment of a particular transaction under the draft § 358(h) regulations, which had not yet been issued. Bates Nos. CC7872-CC7873 - An email from Deborah Harrington to Horace Howells, Dianna Miosi, Donna Marie Young, William O'Shea, and Paul Kugler, dated May 22, 2002, containing a summary of revisions to language of draft § 752 regulations, all of which is included in Bates Nos. CC0086-CC0087. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. Bates No. CC7874 - An exchange of four emails between Donna Marie Young and Horace Howells, dated April 25 and 26, 2002, discussing revisions to the draft regulations. The Service asserts executive privilege for the portion of Mr. Howells' email on April 26, 2002, at 9:31am as it contains the author's opinion on the treatment of contingent liabilities as they relate to the draft § 752 regulations, which had not yet been issued.

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Bates No. CC7875 - An exchange of two emails between Donna Marie Young and Horace Howells, dated April 25 and 26, 2002, discussing revisions to the draft regulations, which is contained in Bates No. CC7874. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. Bates No. CC7876 - An exchange of four emails among Donna Marie Young, Louis Solomon, Paul Kugler, Horace Howells, and Dianna Miosi, dated April 8 and 9, 2002, discussing issues still to be resolved under the draft regulations, and a discussion of a proposed time frame for the next steps. The Service asserts executive privilege for the portion of Mr. Howells' email on April 8, 2002, at 12:54pm because the withheld information consists of a discussion on how to address certain issues arising under § 358 as they may relate to the draft § 752 regulations. Bates No. CC7877 - An email from Deborah Harrington to Donna Marie Young, Horace Howells, Stephanie Robinson, Jeffrey Paravano, Eric Solomon, Audrey Nacamuli, and Dianna Miosi, dated February 26, 2002, 5:41pm, discussing revisions to language of the draft § 752 regulations, all of which is contained in Bates No. CC0080. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. Bates No. CC7879 - An exchange of three emails between Donna Marie Young and Deborah Harrington, dated February 13, 2002, discussing revisions to language of the draft § 752 regulations. The Service asserts executive privilege for the portion of Ms. Young's email on February 13, 2002, at 5:04pm because the withheld information conveys the views of Mr. Howells, which he had set forth in a memorandum, relating to issues arising under § 358 as they relate to the draft § 752 regulations, which had not yet been issued. Bates No. CC7882 - An exchange of two emails between Donna Marie Young and Horace Howells, dated January 11,2002, discussing an initial concept of the § 752 regulations. The Service asserts executive privilege for a portion of Mr. Howells' email on January 11, 2002, at 3:58pm because the withheld information consists of the author's distillation of issues arising under § 358(h) as they relate to the draft § 752 regulations still requiring resolution, and conveys Ms. Harington's views as to possible content of the next draft of the regulations. Bates Nos. CC7886-CC7789 - An exchange of fourteen emails among Laura Fields, Douglas Bates, Dianna Miosi, lan Russell, Donna Marie Young, Matthew Lay, attorney, OTP, Stephanie Robinson, Barbara Campbell, and Monte Jackel, dated November 17, 2005, and March 11, 15, and 16, 2005, discussing changes to the draft § 752 regulations. The Service asserts executive privilege for a portion of Mr. Bates' email on March 16, 2005, at 3:03pm, a portion of Ms. Fields' email on March 16, 2005, at 12:05pm, Ms. Fields' email on March 16, 2005, at 11:53am, and a portion of Mr. Lay's email on March 16, 2005, at 11:17am, as the

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withheld information reflects the respective authors' recommended changes to language of the § 752 regulations, including editorial changes to the regulations signature package before being finalized for publication. Bates No. CC7894 - An exchange of two emails among Donna Marie Young, Stephanie Robinson, Laura Fields, Monte Jackel, Dianna Miosi, Matthew Lay, and Eric Solomon, dated February 22 and 23, 2005, discussing changes to the draft § 752 regulations, all of which appear in Bates No. CC3321. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7897-An email from Laura Fields to Donna Marie Young and Dianna Miosi, dated January 14, 2005, discussing revisions to the draft § 752 regulations. The Service asserts executive privilege for the portion of the document which conveys the nature of a redlined change to a draft of the § 752 regulations, which had not yet been issued. Bates Nos. CC7901-CC7903 - An exchange of seven emails among Laura Nash, Donna Marie Young, Monte Jackel, Dianna Miosi, Nicholas DeNovio, Heather Maloy, William O'Shea, Tamara Ashford, and Stephanie Robinson, dated December 13 and 14, 2004, discussing revisions to the draft § 752 regulations, which is contained in Bates Nos. CC3337-CC3338, except Ms. Nash's email on December 14, 2004, at 2:55pm. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7904 - An email from Donna Marie Young to Laura Nash, Monte Jackel, Dianna Miosi, Nicholas DeNovio, Heather Maloy, William O'Shea, Tamara Ashford, and Stephanie Robinson, dated December 13, 2004, discussing revisions to the draft § 752 regulations, which is included in Bates No. CC3338. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. Bates Nos. CC7905-CC7906 - An exchange of seven emails among Donna Marie Young, Laura Nash, Monte Jackel, and Dianna Miosi, dated December 13, 2004, discussing revisions to the draft § 752 regulations, which are contained in Bates Nos. CC3345, except Ms. Nash's email on December 13, 2004, at 4:43pm. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7907 - An exchange of five emails among Donna Marie Young, Laura Nash, Monte Jackel, and Dianna Miosi, dated December 13, 2004, discussing revisions to the draft § 752 regulations, all of which are contained in Bates Nos. CC3345. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document.

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Bates No. CC7908-An email from Laura Nash to Donna Marie Young, Monte Jackel, and Dianna Miosi, dated December 13, 2004, 3:43pm, discussing revisions to the draft § 752 regulations, which is contained in Bates Nos. CC3345. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7909 - An exchange of two emails among Laura Nash, Donna Marie Young, Monte Jackel, Matthew Lay, Special Counsel to the Associate Chief Counsel (PSI), William O'Shea, Heather Maloy, and Dianna Miosi, dated December 10 and 13, 2004, discussing revisions to the draft § 752 regulations, all of which is contained in Bates No. CC5670. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7910-CC7912 -An exchange of twelve emails among Laura Nash, Donna Marie Young, Monte Jackel, Rebecca Asta, William Blanchard, and Dianna Miosi, dated November 30, 2004, and December 6, 9, and 10, 2004, discussing revisions to the draft § 752 regulations, all of which are contained in Bates Nos. CC3348-CC3350. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7913-CC7915An exchange of eleven emails among Laura Nash, Donna Marie Young, Monte Jackel, Rebecca Asta, William Blanchard, and Dianna Miosi, dated November 30, 2004, and December 6, 9, and 10, 2004, Discussing the respective authors' views as to possible revisions to the draft § 752 regulations, all of which are contained in Bates Nos. CC3348-CC3350. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7916-CC7917 - An exchange of ten emails among Laura Nash, Donna Marie Young, Monte Jackel, Rebecca Asta, William Blanchard, and Dianna Miosi, dated November 30, 2004, and December 6, 9, and 10, 2004, discussing revisions to the draft § 752 regulations, all of which are contained in Bates Nos. CC3348-CC3350. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7918-CC7919An exchange of two emails among Laura Nash, Donna Marie Young, Monte Jackel, Heather Maloy, William O'Shea, Deborah Harrington, and Dianna Miosi, dated November 6, 2004, and December 10, 2004, discussing issues arising under the draft § 752 regulations. The Service asserts executive privilege for a portion of Mr. Howells' email on November 6, 2004, at 12:07pm, as it reflects the author's respective views, opinions, and analysis of contingent liabilities as they relate to the § 752 regulations, which had not yet been issued.

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Bates No. CC7920 - An exchange of four emails among Laura Nash, Donna Marie Young, Monte Jackel, Heather Maloy, William O'Shea, and Matthew Lay, dated December 8, 2004, discussing revisions of language to the draft § 752 regulations. The Service asserts executive privilege for the portions of the document which consist of the subject line on Mr. Jackel's email on December 8, 2004, at 4:27pm, the subject line and file title in Ms. Young's email on December 8, 2004, at 4:01pm, and the subject lines and a portion of the emails written by Ms. Young on December 8, 2004, at 11:41am and 11:54pm because the withheld information reflects the respective authors' views regarding the possible interrelationship of a particular issue with the § 752 draft regulations, including suggested draft language for the § 752 regulations, which had not yet been issued. Bates No. CC7921 - An exchange of three emails among Laura Nash, Donna Marie Young, Monte Jackel, Heather Maloy, William O'Shea, and Matthew Lay, dated December 8, 2004, discussing revisions of language to the draft § 752 regulations, which is included in Bates No. CC7920. The Service asserts executive privilege for the same portion of the document for the same reason asserted for that duplicate document. Bates Nos. CC7922-CC7924 - An exchange of ten emails among Donna Marie Young, Monte Jackel, Heather Maloy, William O'Shea, and Matthew Lay, dated December 8, 2004, discussing revisions of language to the draft § 752 regulations. The Service asserts executive privilege for the portions of the document which consist of Ms. Young's emails on December 8, 2004, at 11:41am, 11:54am, 2:33pm, 3:1 lpm and 4:00pm, a portion of Mr. Lay's email on December 8, 2004, at 3:32pm, the subject line of Mr. Jackel's email on December 8, 2004, at 2:46pm, Mr. Lay's emails on December 8, 2004, at 2:09pm and 2:45pm, and Mr. Jackel's email on December 8, 2004, at 2:18pm as they contain the respective authors' opinions, respective views, and suggested language for the draft § 752 regulations, particularly in light of particular legislation passed by Congress. Bates Nos. CC7925-CC7927 - An exchange of nine emails among Donna Marie Young, Monte Jackel, Heather Maloy, William O'Shea, and Matthew Lay, dated December 8, 2004, discussing revisions of language to the draft § 752 regulations, which are included in Bates Nos. CC7922-CC7924. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. Bates Nos. CC7928-CC7930 - An exchange of eight emails among Donna Marie Young, Monte Jackel, Heather Maloy, William O'Shea, and Matthew Lay, dated December 8, 2004, discussing revisions of language to the draft § 752 regulations, which are included in Bates Nos. CC7922-CC7924. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document.

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Bates No. CC7931 - An exchange of two emails among Donna Marie Young, Monte Jackel, Heather Maloy, William O'Shea, and Matthew Lay, dated December 8, 2004, discussing revisions of language to the draft § 752 regulations, which are included in Bates Nos. CC7923-CC7924. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. Bates No. CC7932 - An email from Donna Marie Young to Monte Jackel, Heather Maloy, William O'Shea, and Matthew Lay, dated December 8, 2004, discussing revisions of language to the draft § 752 regulations, which is included in Bates Nos. CC7923-CC7924. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. Bates No. CC7934 - An exchange of two emails among Donna Marie Young, William O'Shea, Laura Nash, and Dianna Miosi, dated December 7, 2004, discussing potential issues arising under the draft § 752 regulations. The Service asserts executive privilege for a portion of Ms. Young's email on December 7, 2004, at 11:52am as it reflects her views regarding whether to address a potential legislative issue that may arise under the draft § 752 regulations, which had not yet been issued. Bates Nos. CC7937-CC7938 - An exchange of five emails among Donna Marie Young, Laura Nash, Kathleen Reed, Monte Jackel, John Huffman, and Dianna Miosi, dated September 25 and 27, 2004, discussing potential issues arising under the draft § 752 regulations, which are contained in Bates Nos. CC3471CC3472, except Ms. Reed's email on September 27, 2004, at 4:41pm. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. In addition, the Service asserts executive privilege for Ms. Reed's email on September 27, 2004, at 4:41pm because it contains the author's recommendations as to suggested draft language to the § 752 regulations. Bates No. CC7939 - An exchange of three emails between Donna Marie Young and Monte Jackel, dated September 25 and 27, 2004m, discussing revisions to the draft § 752 regulations, all of which are included in Bates No. CC3472. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. Bates Nos. CC7941-CC7942 - An exchange of six emails among Donna Marie Young, Kathleen Reed, Laura Nash, Dianna Miosi, and Monte Jackel, dated September 21 and 22, 2004, discussing issues arising under the draft regulations, all of which are contained in Bates Nos. CC3491-CC3493. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document.

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Bates No. CC7943 - An exchange of four emails among Donna Marie Young, Deborah Harrington, Laura Nash, Dianna Miosi, and Monte Jackel, dated September 14 and 20, 2004, discussing revisions to suggested language of the draft regulations, all of which are contained in Bates No. CC3508. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7944 - An exchange of three emails among Donna Marie Young, Deborah Harrington, Laura Nash, Dianna Miosi, and Monte Jackel, dated September 14, 2004, discussing revisions to draft language of the draft regulations, all of which are contained in Bates No. CC3508. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7952 - An exchange of three emails among Laura Nash, Donna Marie Young, Deborah Harrington, Dianna Miosi, and Monte Jackel, dated August 5 and 6, 2004, discussing revisions made, and other changes still being considered to be made, to the language of draft regulations, all of which are contained in Bates No. CC3610. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7956 - An exchange of two emails among Laura Nash, Donna Marie Young, Deborah Harrington, Dianna Miosi, and Monte Jackel, dated July 26 and 27, 2004, discussing revisions to language of draft regulations. The Service asserts executive privilege for a portion of Mr. Jackel's email on July 27, 2004, at 9:31 am because it contains his suggested changes to the draft language for the § 752 regulations, which are in response to suggested changes made by Ms. Harrington on July 26, 2004. Bates Nos. CC7958-CC7760 - An exchange of ten emails among Laura Nash, Donna Marie Young, Rebecca Asta, William Blanchard, Deborah Harrington, Dianna Miosi, and Monte Jackel, dated July 26, 2004, discussing revisions to language of draft regulations, all of which are contained in Bates Nos. CC3643CC3645. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7961-CC7762 - An exchange of nine emails among Laura Nash, Donna Marie Young, Rebecca Asta, William Blanchard, Deborah Harrington, Dianna Miosi, and Monte Jackel, dated July 26, 2004, discussing revisions to language of draft regulations, all of which are contained in Bates Nos. CC3643CC3645. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7963 - An exchange of two emails among Laura Nash, Donna Marie Young, Deborah Harrington, Dianna Miosi, and Monte Jackel, dated July 22, 2004, discussing revisions to language of the draft regulations. The Service

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asserts executive privilege for a portion of Mr. Jackel's emall on July 22, 2004, at 5:59pm because it consists of the author's suggested revisions, primarily of an editorial nature, for draft language for the § 752 regulations. Bates Nos. CC7965-CC7966 - An exchange of four emails among Laura Nash, Donna Marie Young, Dianna Miosi, and Lewis Fernandez, Deputy Associate Chief Counsel (PSI), on July 19 and 21,2004, discussing revisions to the language of the preamble of draft regulations, all of which are contained in Bates Nos. CC3653-CC3654. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7967-CC7970 - An exchange of eleven emails among Laura Nash, Donna Marie Young, Dianna Miosi, Deborah Harrington, Matthew Lay, Stephanie Robinson, William O'Shea, James Gergurich, Deane Burke, Christine Ellison, Heather Maloy, and Monte Jackel, dated July 9, 11, 16, 19 and 20, 2004, discussing issues arising under the draft regulations. Mr. Jackel's emails on July 11,2004, at 10:45am and July 9, 2004, at 9:28am are included in Bates Nos. CC3677-CC3678 and the Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. The Service also asserts executive privilege for the portions of the document which consist of Mr. Jackers emails on July 16, 2004 at 9:03am and July 19, 2004, at 5:02pm, 5:10pm, 5:18pm, and 5:30pm, Ms. Young's email on July 19, 2004, at 5:05pm, a portion of Ms. Young's email on July 19, 2004, at 4:51pm, as they contain the respective authors' views about, and recommendations regarding draft language for, the § 1.752-7 and § 1.707-7 regulations, which had not yet been issued. Bates Nos. CC7971-CC7972 - An exchange of four emails among Laura Nash, Donna Marie Young, Dianna Miosi, Deborah Harrington, Matthew Lay, Stephanle Robinson, William O'Shea, James Gergurich, Deane Burke, Christine Ellison, Heather Maloy, and Monte Jackel, dated July 9, 11, 16, 19 and 20, 2004, discussing issues arising under the draft regulations, which are included in Bates Nos. CC7968-CC7970. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. Bates No. CC7973 - An exchange of three emails among Laura Nash, Donna Marie Young, James Gergurich, Christine Ellison, Lewis Fernandez, and Monte Jackel, dated July 19, 2004, discussing the inclusion of possible preamble language for the draft regulations, which are contained in Bates No. CC3668, except Ms. Young's email on July 19, 2004, at 4:33pm. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. In addition, the Service asserts executive privilege for Ms. Young's email on July 19, 2004, at 4:33pm as it contains her opinions and analysis regarding a scope of the authority issue in the draft regulations as well as her views on the accompanying draft language of the regulations, which had not yet been issued.

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Bates Nos. CC7974-CC7975 - An exchange of five emails among Laura Nash, Donna Marie Young, Deborah Harrington, Rebecca Asta, Dianna Miosi, and Monte Jackel, dated July 16, 2004, discussing revisions to language of the draft regulations, all of which are contained in Bates Nos. CC3672-CC3673. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7976-CC7977 - An exchange of four emails among Laura Nash, Donna Marie Young, Deborah Harrington, Dianna Miosi, Horace Howells, and William O'Shea, dated June 14, 15, and 24, 2004, discussing revisions to language of the draft regulations, all of which are contained in Bates Nos. CC3702L-CC3702M. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7979-CC7981 - An exchange of four emails among Horace Howells, Monte Jackel, Heather Maloy, William O'Shea Matthew Lay, Senior Technician Reviewer, Branch 2, PSI, Laura Nash, discussing revisions to language of the "Green sheet" package of the draft regulations circulated for annotations, all of which are contained in Bates Nos. CC3719-CC3721. The discussion of revisions to language of the "Green Sheet" version of the draft regulations followed an email which circulated a copy of the "Green Sheet" version of the draft regulations on May 27, 2004, which was also sent to Jodi Cohen, Julian Kim, Jonathan Ackerman, Deborah Harrington, Donna Hansberry, Nicholas DeNovio, Cary Pugh, Matthew Stevens, Jonathan Zelnik, Lewis Fernandez, Donna Young, David Schneider, Louis Solomon, Dianna Miosi, John Hines, Christine Ellison, William Alexander, &CORP Review, Robert Brown, George Blaine, Andrew Keyso, Jr., Douglas Fahey, Donna Crisalli, Lon Smith, &FIP REVIEW, Hal Hicks, Steven Musher, Allen Goldstein, Camille Evans, Deborah Butler, Dominic Paris, Evelyn Petschek, Sarah Ingram, Nancy Marks, David Munroe, Thomas Terry, Melissa Arndt, Danielle Grimm, Sara Coe, Tom Thomas, Janice Geier, Mary Gorman, Carol Campbell, John Cardone, Meryl Silver, Nina Olsen, and Robert Erickson, and, dated May 27, 2004, and June 9 and 10, 2004. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7983-CC7984 - An exchange of four emails among Dianna Miosi, Donna Marie Young, and Horace Howells, dated May 26 and 27, 2004, discussing revisions to language of the draft regulations. The Service asserts executive privilege for a portion of Mr. Howells' email on May 26, 2004, at 6:22pm and a portion of Ms. Young's email on May 26, 2004, at 12:56pm because they contain the respective authors' recommended changes to the suggested draft language of the regulations, which had not yet been issued. Bates No. CC7985 - An email dated May 26, 2004, from Donna Marie Young to Horace Howells, discussing revisions to language of the draft regulations, which is included in Bates No. CC7983-CC7984. The Service asserts executive

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privilege for the same portion for the same reason asserted for that duplicate document. Bates Nos. CC7990-CC7991 - An exchange of three emails among Dianna Miosi, Donna Marie Young, Richard Probst, John Hines, Matthew Lay, Deborah Harrington, and Horace Howells, dated April 6, 8, and 21,2004, discussing the possible interaction of two draft regulations projects. The Service asserts executive privilege for a portion of Mr. Lay's email on April 8, 2004, at 9:46am and a portion of Ms. Harrington's email on April 6, 2004, at 6:03pm as they contain the authors' annotations on, and approaches to be taken, with respect to the draft language of the regulations, which had not yet been issued. Bates Nos. CC7992-CC7993 - An exchange of five emails among Dianna Miosi, Donna Marie Young, Deborah Harrington, and Horace Howells, dated April 15 and 16, 2004, discussing issues arising under the draft regulations. The Service asserts executive privilege for a portion of Ms. Harrington's email on April 15, 2004, at 6:15pm and a portion of Ms. Young's email on April 15, 2004, at 4:18pm as they contain the authors' respective views regarding issues arising under the § 460 regulations as they may relate to the § 752 regulations, both of which were under development at that time. Bates Nos. CC7994-CC7995 - An exchange of four emails among Dianna Miosi, Donna Marie Young, Richard Probst, John Hines, Matthew Lay, Deborah Harrington, and Horace Howells, dated April 6, 8, and 9, 2004, discussing the possible interaction of two draft regulations projects, which are contained in Bates Nos. CC7990-CC7992, except the email written by Mr. Lay on April 8, 2004, at 9:57am and the email written by Ms. Harrington on April 9, 2004, at 11:57am. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. The Service also asserts executive privilege for the portion of the document which consist of Mr. Lay's email on April 8, 2004, at 9:57am as it contains his views of issues arising under the § 460 regulations as they related to the § 752 regulations, neither of which had yet been issued. Bates No. CC7996 - An exchange of three emails between Donna Marie Young and Horace Howells, dated April 7 and 8, 2004, discussing remaining unresolved issues in the draft § 752 regulations. The Service asserts executive privilege for a portion of Mr. Howells' email on April 8, 2004, at 12:47pm as it contains the author's views regarding unresolved issues relating to the § 752 regulations. Bates Nos. CC7997-CC7998 - An exchange of two emails among Donna Marie Young, Richard Probst, Matthew Lay, Deborah Harrington, and Horace Howells, dated April 6 and 7, 2004, discussing revisions of the draft §§ 752 and 460 regulations projects. The email written by Ms. Harrington on April 6, 2004, at 6:03pm is included in Bates No. CC7995 and the Service asserts executive privilege for the same portion for the same reason asserted for that duplicate

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document. In addition, the Service asserts executive privilege for the portion of Mr. Lay's email on April 7, 2004, at 11:00am, as it conveys recommendations by Ms. Harrington regarding suggested draft language to address certain types of payments in the § 1.752-7 regulations. Bates Nos. CC7999-CC8000 -An exchange of two emails among Donna Marie Young, Matthew Lay, Horace Howells, William O'Shea, Heather Maloy, Dianna Miosi, and Deborah Harrington, dated March 31,2004, discussing revisions of the draft regulations. The Service asserts executive privilege for the entire document as it contains draft language for the examples of the § 752 regulations drafted by Ms. Young. Bates No. CC8001 - An email dated March 11,2004, from Douglas Bates to Horace Howells, Donna Marie Young, William Alexander, Audrey Nacamuli, Theresa Abell, Stephen Fattman, and lan Russell, discussing revisions of draft regulations, which is included in Bates No. CC5925. The Service asserts executive privilege for the same portion for the same reason asserted for that duplicate document. Bates Nos. CC8002-CC8003 - An exchange of four emails among Donna Marie Young, Dianna Miosi, William O'Shea, Heather Maloy, Eric Solomon, Deborah Harrington, Audrey Nacamuli, Lewis Fernandez, Matthew Lay, and Horace Howells, dated January 21,2004, February 25, 2004, and March 8, 2004, discussing revisions of the draft regulations. The Service asserts executive privilege for the portions of the document which consist of Mr. Lay's email on March 21,2004, at 11:32am and Ms. Harrington's emails on January 21,2004, at 5:32pm and 5:50pm as they contain the respective authors' views, recommendations, and analyses regarding the relationship between the § 752 regulations and the § 358 regulations, neither of which had yet been issued. Bates No. CC8004 - An exchange of three emails among Donna Marie Young, Horace Howells, Dianna Miosi, and Deborah Harrington, dated February 25, 26, and 27, 2004, discussing the potential application of the draft regulations to a hypothetical set of facts. The Service asserts executive privilege for the entire document as it contains Mr. Howells' views relating to the treatment of partnerships under the § 752 regulations. Bates No. CC8005 - An exchange of two emails among Horace Howells, William O'Shea, Heather Maloy, and William Alexander. Copied on the email by Mr. Howells' were Donna Marie Young, Dianna Miosi, Eric Solomon, Deborah Harrington, Audrey Nacamuli, Lewis Fernandez, David Schneider, Derek Cain, Stephen Fattman, Douglas Bates, Fola Williamson, Secretary to the Associate Chief Counsel (Corporate), Hattie Clayton, Secretary to the Associate Chief Counsel (PSI), Eric Solomon, and dated February 4 and 6, 2004, discussing the possible interaction of two draft regulations projects. The Service asserts executive privilege for a portion of the Mr. O'Shea's email on February 4, 2004,

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at 11:37am because it conveys Mr. Solomon's views as to the interaction between the § 752 draft regulations and the § 358 regulations, both of which were under development. Bates Nos. CC8006-CC8007 - An exchange of two emails among Donna Marie Young, Heather Maloy, William O'Shea, Lewis Fernandez, Eric Solomon, Audrey Nacamuli, and Deborah Harrington, dated January 21,2004, discussing the possible interaction of two draft regulations projects, all of which are included in Bates Nos. CC1345-CC1346. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates No. CC8008 - An exchange of two emails among Donna Marie Young, Horace Howells, Dianna Miosi, and Deborah Harrington, dated December 16 and 17, 2003, discussing revisions to language of the draft regulations, all of which is contained in Bates No. CC1343. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. 8. The production of the documents, or the withheld portions thereof, described in paragraph 7, would inhibit the frank and honest discussion of legal and policy matters, and thus would adversely affect the quality of the Service's decisions and policies. Disclosure of the withheld documents, or portions thereof, would reveal opinions of the Office of Chief Counsel at many levels at a time when the opinions were not fully developed and the issues were still being debated. None of the withheld documents, or portions thereof, represents a

statement of agency policy or a final decision and release of the withheld information could, therefore, result in confusion to the public. Disclosure of the withheld information would adversely affect the Service's ability to administer and

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enforce the law under subchapter K of the Internal Revenue Code at all levels, from voluntary compliance and examination to appeals and litigation. Pursuant to 28 U.S.C. §1746, I declare under penalty of perjury that the foregoing is true and correct. Executed on this Washington, D.C. oQ-,_Jl_dayof August, 2006, in

MARGO L. STEVENS Assistant Chief Counsel (Disclosure and Privacy Law) Office of Chief Counsel Internal Revenue Service 1111 Constitution Avenue, N.W. Washington, D.C. 20224 (202) 622-4560

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