Free Supplemental Brief - District Court of Federal Claims - federal

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factual and legal matters being raised by IRS Examination personnel in the course of an examination with respect to the determination as to the existence, or possible existence, of this third party taxpayer's tax liability under the Code. As such, it constitutes return information under I.R.C. § 6103(b)(2)(A), which is confidential under I.R.C. § 6103(a). Plaintiff has not demonstrated a material interest in this third party return reformation under section 6103(e), secured a consent from the taxpayer under § 6103(c), nor demonstrated its entitlement under the Internal Revenue Code. Bates No. CC5916 -An exchange of two emails between Douglas Bates and Horace Howells, dated November 13, 2003, discussing revisions to language of the draft regulations. The Service asserts executive privilege for a portion of Mr. Howells' email on November 13, 2003, at 11:49am, as it reflects a particular aspect of the proposed regulations for which resolution was needed before he could begin to draft the final regulations, which had not yet been issued. Bates No. CC5918 -An exchange of two emails among Donna Marie Young, Deborah Harrington, Horace Howells, and Dianna Miosi, dated December 16 and 17, 2003, discussing revisions to language of the draft regulations. The Service asserts executive privilege for the entire document as it contains the views of the respective authors, as well as Jeff Erickson, about the treatment of particular liabilities and their effect on the draft regulations, which had not yet been issued. Bates Nos. CC5919-CC5920An exchange of four emails among Donna Marie Young, Deborah Harrington, Horace Howells, William O'Shea, Laura Nash, and Dianna Miosi, dated June 14, 15, and 23, 2004, discussing revisions to language of the draft regulations, all of which is included in Bates Nos. CC3702LCC3702M. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates No. CC5922 - An email from Deborah Harrington to Horace Howells, Donna Marie Young, and Dianna Miosi, dated February 25, 2004, discussing revisions to language of the draft regulations, all of which is contained in Bates No. CC1344. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates No. CC5923 - An email from Douglas Bates to Horace Howells, dated February 27, 2004, discussing revisions to language of the draft regulations and requesting information regarding issues relating to corporations that was needed for drafting the regulations. The Service asserts executive privilege for the entire document as it consists of the author's analysis of, and comments about, an issue relating to the treatment of a particular liability arising under the draft regulations, which had not yet been issued. Bates No. CC5925 - An email from Douglas Bates to Horace Howells, Donna Marie Young, William Alexander, Audrey Nacamuli, Theresa Abell, Stephen

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Fattman, Special Counsel to the Associate Chief Counsel (Corporate), and lan Russell, dated March 11,2004, reflecting their respective views about the language of the draft regulations under §§ 752 and 358(h). The Service asserts executive privilege for the portion of the document which consists of suggested draft language for the § 358 regulations, which had not yet been issued. Bates No. CC5926 -An email from Donna Marie Young to Horace Howells, William O'Shea, Heather Maloy, Dianna Miosi, and Deborah Harrington, dated March 31,2004, discussing revisions to language of the draft regulations. The Service asserts executive privilege for the entire document as it contains the author's analysis of a particular issue that would arise under the draft regulations to different fact patterns. Bates Nos. CC5928-CC5929 - An email from Horace Howells to William O'Shea, Donna Marie Young, William Blanchard, Rebecca Asta, Laura Nash, Dianna Miosi, and Deborah Harrington, dated June 4, 2004, discussing revisions to language of the draft regulations, all of which is contained in Bates Nos. CC3714-CC3715. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC5930-CC5931 - An exchange of two emails among Horace Howells, William O'Shea, Donna Marie Young, William Blanchard, Rebecca Asta, Laura Nash, Dianna Miosi, Dale Collinson, Eric Solomon, and Deborah Harrington, dated June 4 and 7, 2004, discussing revisions to language of the draft regulations, all of which is contained in Bates Nos. CC3713-CC3716. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC5935-CC5936An exchange of two emails among Horace Howells, William O'Shea, Donna Marie Young, Laura Nash, Dianna Miosi, and Heather Maloy, dated June 12 and 14, 2004, discussing revisions to language of the draft regulations, all of which is contained in Bates Nos. CC3722-CC3733. Bates No. CC5936 is blank. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC5937-CC5939 - An exchange of three emails among Monte Jackel, Horace Howells, Laura Nash, Matthew Lay, William O'Shea, Donna Marie Young, and Heather Maloy, on June 9, 10 and 14, 2004, in response to a fourth email transmitting the "Green Sheet" version of the draft regulations to Eric Solomon, Jodi Cohen, Julian Kim, Jonathan Ackerman, Deborah Harrington, Donna Hansberry, Nicholas DeNovio, Cary Pugh, Matthew Stevens, Jonathan Zelnik, Heather Maloy, William O'Shea, Lewis Fernandez, Donna Marie Young, David Schneider, Matthew Lay, 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

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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, Robert Erickson, and Laura Nash on May 27, 2004, for comment. All of these emails are contained in Bates Nos. CC3719-CC3721. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC5940-CC5942 -An exchange of three emails among Monte Jackel, Horace Howells, Laura Nash, Matthew Lay, William O'Shea, Donna Marie Young, and Heather Maloy, on June 9, 10 and 14, 2004, in response to a fourth email transmitting the "Green Sheet" version of the draft regulations to Eric Solomon, Jodi Cohen, Julian Kim, Jonathan Ackerman, Deborah Harrington, Donna Hansberry, Nicholas DeNovio, Cary Pugh, Matthew Stevens, Jonathan Zelnik, Heather Maloy, William O'Shea, Lewis Fernandez, Donna Marie Young, David Schneider, Matthew Lay, 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, Robert Erickson, and Laura Nash on May 27, 2004, for comment. All of these emails are contained in Bates Nos. CC3719-CC3721. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC5943-CC5945 - An exchange of five emails (plus two emails with no text) among Melissa Ardnt, Horace Howells, Rebecca Wolfe, Deputy Area Counsel (IP), LMSB, Kathy Robbins, Executive Assistant, Natural Resources & Construction, LMSB, Michael Winters, Senior Technical Coordinator, Quality Measurement Staff, SBSE, Rosemary Burke, Supervisory Revenue Agent, Specialty Programs, SBSE, "&LM Area 4 MGRS", John Duncan, attorney, Natural Resources & Construction, LMSB, Deborah Delgado, attorney, Natural Resources & Construction, LMSB, "&LM PG Circ", and Sheila Harvey, Senior Counsel, Natural Resources & Construction, LMSB, discussing revisions to the "Green Sheet" circulation of the draft regulations package. The Service asserts executive privilege for a portion of Mr. Winters' email on June 14, 2004, at 1:53pm and a portion of Ms. Arndt's email on May 27, 2004, at 4:1 lpm, as they contain the authors' suggested draft language and questions regarding particular draft language for the regulations, which had not yet been issued. Bates Nos. CC5946-CC5948 - An exchange of three ema=ls among William Blanchard, Horace Howells, Donna Marie Young, Rebecca Asta, Dianna Miosi, Laura Nash, Dale Collinson, Michael Novey, Viva Hammer, Deborah Harrington, Eric Solomon, and William O'Shea, dated June 4, 7, and 16, 2004, discussing issues arising under the draft regulations related to financial instruments, all of

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which are contained in Bates Nos. CC3713-CC3716. The Service asserts executive privilege for the same reason asserted for that duphcate document. Bates Nos. CC5950-CC5952 - An exchange of ten emails among Rebecca Asta, Horace Howells, Dianna Miosi, Laura Nash, William Blanchard, William O'Shea, Donna Marie Young, and Deborah Harrington, dated June 14, 15, 17, 18, 21,2004, discussing comments made by Mr. Jackel (conveyed in Mr. Howells' email), regarding draft language for the regulations. The email written by Horace Howells on June 14, 2004, at 6:37pm is included in Bates Nos. CC3702L-3702M. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC5953-CC5956 - An exchange of two emails between Horace Howells and Douglas Bates, dated June 22 and 23, 2004, discussing revisions of the draft language of the regulations and containing an analysis of particular issues arising under the draft regulations, all of which are contained in Bates No. CC3072Y. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates No. CC5954 - An exchange of two emails between Horace Howells and Douglas Bates, dated June 18 and 23, 2004, containing an analysis of a particular liability under corporate tax principles and its relationship to the draft regulations. The Service asserts executive privilege for a portion of Mr. Howells' email on June 18, 2004, at 3:09pm, which is contained in Bates No. CC3604, for the same reason asserted for that duplicate document. In addition, the Service asserts executive privilege for a portion of Mr. Bates' email on June 23, 2004, at 9:48am, as it contains the author's analysis of the corporate tax treatment of a particular liability for the draft regulations, which had not yet been issued. Bates Nos. CC5955-CC6039 - Draft of the §§ 358(h) and 752 regulations, drafted by Laura Fields, with her handwritten annotations on Bates Nos. CC5955 and CC6031, as well as redlined tracked changes throughout, all of which is included in Bates Nos. CC3772-CC3860. The Service asserts executive privilege for the same reason asserted for that duplicate document. The Service also asserts executive privilege for Ms. Fields' handwritten comments as they contain her views on, and recommendations for, draft language for the regulations, which had yet to be issued. Bates Nos. CC6040-CC6092 - Draft of "Green Sheet" circulation package (including routing slip, executive summary, and draft regulations) with handwritten annotations throughout by Laura Fields. The document was drafted by Horace Howells and addressed to Eric Solomon, Jodi Cohen, Julian Kim, Jonathan Ackerman, Deborah Harrington, Donna Hansberry, Nicholas DeNovio, Cary Pugh, Matthew Stevens, Jonathan Zelnik, Heather Maloy, William O'Shea, Lewis Fernandez, Donna Young, David Schneider, Matthew Lay, Louis Solomon, Dianna Miosi, John Hines, Christine Ellison, William Alexander, Robert Brown,

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George Blaine, Andrew Keyso, Jr., Douglas Fahey, Donna Crisalli, Lon Smith, Hal Hicks, Steven Musher, Allen Goldstein, Deborah Butler, Dominic Paris, Evelyn Petschek, Sarah Ingram, Nancy Marks, David Munroe, Mark Schwimmer, Special Counsel to the Associate Chief Counsel (TEGE), Thomas Terry, Melissa Arndt, Danielle Grimm, Sara Coe, Tom Thomas, Carol Campbell, John Cardone, Meryl Silver, Nina Olson, and Robert Erickson. The Service asserts executive privilege for the entire document as it contains Mr. Howells' summary of the salient parts of the draft regulations and his views as to the impact on taxpayers, as well as the content of the draft regulations, which had not yet been issued. Bates Nos. CC6093-CC6098 - Draft of the NPRM and notice of public hearing for the proposed regulations under § 358(h), drafted by Douglas Bates, with handwritten annotations by Laura Fields, all of which is contained in Bates Nos. CC3767-CC3771. Bates No. CC6098 is blank. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC6099-CC6189 - Draft of final and temporary regulations, prepared by Laura Fields, with some of her handwritten annotations throughout, as well as redlined tracked changes of inserted and deleted text throughout, all of which is included in Bates Nos. CC3772-CC3860. The document is dated "10.7.04 version w/Donna's [Marie Young's] final changes" at the top of Bates No. CC6099. The Service asserts executive privilege for the same reason asserted for that duplicate document. The Service also asserts executive privilege for Ms. Young's handwritten comments that appear throughout the document as they reflect her suggested draft language for the regulations, which had not yet been issued. Bates Nos. CC6190-CC6191 - A chart showing provisions of the current version of draft regulations, prepared by Laura Fields, with redlined tracked changes throughout. The Service asserts executive privilege for the entire document as it consists of the author's views on, and analysis of, the provisions in the draft § 1.752-7 regulations, which had not yet been issued. Bates No. CC6192 - An exchange of three emails among Monte Jackel, Laura Nash, Donna Marie Young, and Dianna Miosi, dated July 29 and 30, 2004, reflecting revisions made to a July 29 thversion of the draft § 1.752-7 regulations, all of which are contained in Bates No. CC3635. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC6193-CC6277 - Draft of final and temporary § 1.752-7 regulations, with handwritten annotations by Deborah Harrington throughout, as well as redlined tracked changes throughout, all of which is included in Bates Nos. CC3772-CC3860. The Service asserts executive privilege for the same reason asserted for that duplicate document. The Service also asserts executive privilege for the portions of the document which consist of Ms. Harrington's

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handwritten comments and tracked changes as they reflect her suggested draft language for the regulations, which had not yet been issued. Bates No. CC6278 - An exchange of two emails among Monte Jackel, Heather Maloy, Matthew Lay, Donna Marie Young, William O'Shea, Deborah Harrington, Laura Nash, Horace Howells, and Dianna Miosi on June 27 and 28, 2004, transmitting two attachments that provide Mr. Jackers comments on the draft regulations and discussing those comments. The Service asserts executive privilege for Mr. Jackel's email written on July 28, 2004, at 8:55am which is included in Bates Nos. CC3702F-CC3702G, for the same reason asserted for the duplicate document. Bates Nos. CC6279-CC6281 - Typewritten outline of notes prepared by Monte Jackel on June 27, 2004, providing Mr. Jackel's comments on additional issues to be addressed in the § 752 draft regulations, with handwritten comments by Laura Fields. The Service claims executive privilege for the entire document because it contains Mr. Jackel's views on, analysis of, and recommendations for, various approaches to be taken in the draft regulations, which had not yet been issued, as well as Ms. Fields' reactions thereto. Bates No. CC6282 - An exchange of four emails among Donna Marie Young, Laura Nash, Dianna Miosi, and Lewis Fernandez on July 19 and 21,2004, that discuss suggested revisions to draft language for the preamble to § 752 regulations and transmits draft language for the preamble to § 752 regulations and a presentation prepared on the draft regulations, with handwritten notes by Laura Nash, all of which are included in Bates Nos. CC3653-CC3654. The Service asserts executive privilege for the same portions for the same reason asserted for the duplicate document. The Service also asserts executive privilege for the portions of the document that contain the handwritten note, in Ms. Young's July 21 email in the first paragraph after "Attached is a," and in the second to last sentence of the second paragraph. Bates Nos. CC6283-CC6294 - Draft preamble language for the draft § 752 regulations, prepared by Laura Nash on July 21,2004, with redlined tracked changes throughout, reflecting changes made to the July 19, 2004, draft. The Service claims executive privilege for the entire document as it is draft language for the final and temporary regulations, which had not yet been issued. Bates Nos. CC6295-CC6360 - Undated draft of the § 752 final and temporary regulations, prepared by Laura Fields, with handwritten comments by Monte Jackel throughout, with redlined tracked changes throughout. The Service claims executive privilege for the entire document as it is a draft of regulations, which had not yet been issued. Bates Nos. CC6361-CC6362 - An exchange of two emails among Monte Jackel, Matthew Lay, Donna Marie Young, Stephanie Robinson, Deborah Harrington,

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William O'Shea, Laura Nash, James Gergurich, Deane Burke, Christine Ellison, Dianna Miosi, and Heather Maloy on July 9 and 11,2004, discussing Mr. Jackers recommended revisions for the § 752 draft regulations and transmitting documents containing suggested draft language for the § 752 regulations and an example of the application of the suggested draft language for the recipients' consideration, all of which are contained in Bates Nos. CC3677-CC3678. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC6363-CC6366 - Draft preamble language for the draft § 1.752-7 regulations, prepared by Monte Jackel on July 11, 2004, with handwritten notes by Laura Nash throughout. The Service claims executive privilege for the entire document as it contains his recommended draft language for regulations, and Ms. Nash's reactions to them, during a period when the regulations had not yet been issued. Bates Nos. CC6367-CC6431 - Undated draft of final and temporary § 1.752-7 regulations, prepared by Laura Nash, with handwritten comments by Monte Jackel throughout, as well as redlined tracked changes throughout. The Service claims executive privilege for the entire document as it is a draft of regulations, which had not yet been issued. Bates Nos. CC6432-CC6436 - Unsigned draft memorandum to Heather Maloy, prepared by Horace Howells for Dianna Miosi's signature, dated December 16, 2003, discussing those points made by public commentators that the author believed warranted further consideration, and identifying remaining issues to be addressed in finalizing the draft proposed and temporary regulations under § 752. The Service claims executive privilege for the entire document because it is a draft memorandum and it consists of the attorney's distillation of public comments that he suggests be considered in the subsequent revision of the draft regulations. Bates Nos. CC6437-CC6441 - Undated draft of a background memorandum prepared by Horace Howells, describing the provisions of the draft § 752 temporary regulations. The Service claims executive privilege for the entire document because it is a draft memorandum and it reflects the author's description and analysis of the provisions in the draft regulations, which had not yet been issued. Bates Nos. CC6442-CC6443 - Draft of a Conference Report memorandum, prepared by Horace Howells for Dianna Miosi's signature, dated May 15, 2003, memorializing a meeting on May 15, 2003, with Pam Olson, Eric Solomon, Deborah Harrington, Rick Carro, B John Williams, Gary Wilcox, Cary Pugh, Emily Parker, David O'Connor, Nicholas DeNovio, Jonathan Zelnik, Heather Maloy, William O'Shea, Donna Marie Young, Dianna Miosi, Horace Howells, Henry Schneiderman, and Kathryn Zuba, discussing interaction of authorities for the

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draft § 752 regulations. The Service claims executive privilege for a portion of Bates No. CC6442 that lists the "Subject of Conference" because it identifies a particular section of the draft regulations, the treatment of which was then undecided and the subject of the meeting. The Service also claims executive privilege for Bates Nos. CC6443-CC6444 because they reflect Mr. Howells' memorialization of the attendees' respective views regarding the scope of the draft regulations, which had not yet been issued. Bates Nos. CC6445-CC6446 - An unsigned and undated draft memorandum prepared by Horace Howells for distribution to PSI attorneys describing recent revisions to the draft § 752 regulations. The Service claims executive privilege for the entire document because it is a draft and it contains the opinions and recommendations of the author and others regarding provisions found in the draft § 752 regulations at a time when they were under development. Bates Nos. CC6447-CC6449 - Draft of a Conference Report memorandum prepared by Horace Howells for Dianna Miosi's signature, dated March 25, 2003, memorializing a meeting on March 25, 2003, with Deborah Harrington, Gary Wilcox, Matthew Stevens, Heather Maloy, William O'Shea, Donna Marie Young, and Horace Howells, discussing an approach under consideration with respect to a particular issue arising in the draft § 752 regulations. The Service claims executive privilege for a portion of Bates No. CC6447 that lists the "Subject of Conference" because it identifies a specific approach being considered for inclusion in the draft regulations. The Service also claims executive privilege for Bates Nos. CC6448-CC6649 because they reflect Mr. Howells' memorialization of the attendees' respective views regarding certain substantive issues being developed for inclusion in the draft regulations, which had not yet been issued. Bates Nos. CC6450-CC6454 - Draft of a Conference Report memorandum prepared by Horace Howells for Dianna Miosi's signature, dated February 27, 2004, memorializing a meeting on February 26, 2004, with Eric Solomon, Deborah Harrington, Audrey Nacamuli, Matthew Stevens, Heather Maloy, Lewis Fernandez, Matthew Lay, Donna Marie Young, Dianna Miosi, Horace Howells, William Alexander, Theresa Abel, Stephen Fattman, lan Russel, and Douglas Bates, discussing the coordination of corporate and partnership changes in two regulations projects, neither of which had yet been issued. The Service claims executive privilege for a portion of Bates No. CC6450 that lists the "Subject of Conference" because it identifies a specific aspect of the draft regulations that needed resolution. The Service also claims executive privilege for Bates Nos. CC6451-CC6454 because they reflect Mr. Howells' memorialization of the attendees' respective views regarding the treatment of certain issues in the two regulations projects currently under development. Bates Nos. CC6455-CC6458 - Unsigned, undated draft memorandum prepared by Horace Howells for Dianna Miosi's signature, to Heather Maloy, discussing two issues in the draft § 752 regulations that needed resolution. The Service

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claims executive privilege for the entire document because it is a draft and it contains the author's opinions, analyses, and recommendations regarding two specific issues in the draft regulations that needed resolution before the draft regulations could be finalized. Bates Nos. CC6459-CC6460 - Undated, typewritten notes prepared by Monte Jackel that discuss the extension of the recently amended § 358 to the partnership area. The Service claims executive privilege for the entire document because it contains the author's opinions, analyses and conclusions regarding possible approaches to these issues that may be taken in the draft § 752 regulations, which had not yet been issued. Bates No. cc6461-cc6471 - Draft of a Conference Report memorandum prepared by Horace Howells for Dianna Miosi's signature, dated July 30, 2002, memorializing a meeting on July 29, 2002, with Eric Solomon, Deborah Harrington, Christopher Ohmes, attorney, OTP, Audrey Nacamuli, Stephanie Robinson, B John Williams, Gary Wilcox, Emily Parker, Matthew Stevens, Marlene Gross, Donna Marie Young, Matthew Lay, Senior Technician Reviewer, Branch 2, PSI, Demetri Yatrakis, Daniel Carmody, Jason Smyczek, attorney, Branch 1, PSI, James Atkinson, Special Counsel to the Associate Chief Counsel (ITA), Robert Casey, and Horace Howells, discussing application of the revised § 358 to the partnership area. The Service claims executive privilege for a portion of Bates No. CC6461 that lists the "Subject of Conference" because it identifies a specific aspect of the draft regulations that needed resolution. The Service also claims executive privilege for Bates Nos. CC6462-CC6471 because they reflect Mr. Howells' memorialization of the attendees' respective views regarding the treatment of certain issues to be addressed in the draft § 752 regulations, which had not yet been issued. Bates Nos. CC6472-CC6479 - Unsigned, undated memorandum to Gary Wilcox prepared by Horace Howells for Dianna Miosi's signature, describing the particular provisions of the draft regulations and explaining the rationale for the approach being taken in the regulations being drafted under § 752. The Service claims executive privilege for the entire document because it is a draft and it reflects the author's views about the approaches being taken in the draft of the proposed regulations, which had not yet been issued. Bates Nos. CC6480-CC6483 - Unsigned, undated memorandum to William O'Shea prepared by Horace Howells describing alternative approaches that could be taken in the regulations being drafted under § 752. The Service claims executive privilege for the entire document because it reflects the author's analysis of the pertinent statutes and his recommendations with respect to the approaches that may be taken in drafting regulations, which had not yet been issued.

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Bates Nos. CC6484-CC6492 - Undated background memorandum prepared by Horace Howells, describing the provisions of the draft § 752 temporary regulations. The Service claims executive privilege for the entire document because it reflects the author's analysis of, and recommendations for, alternative approaches that may be taken in the draft regulations, which had not yet been issued. Bates No. CC6493-CC6495 - A draft Conference Report memorandum prepared by Horace Howells for Dianna Miosi's signature, dated December 18, 2002, memorializing a meeting on December 17, 2002, with Eric Solomon, Deborah Harrington, Greg Jenner, Jeffery Paravano, Helen Hubbard, Stephanie Robinson, B John Williams, Gary Wilcox, Cary Pugh, Matthew Stevens, Heather Maloy, William O'Shea, Donna Marie Young, Dianna Miosi, Horace Howells, James Gergurich, and Jonathan Zelnik, discussing the treatment of certain contingent liabilities under the draft § 752 regulations. The Service claims executive privilege for a portion of Bates No. CC6493 that lists the "Subject of Conference" because it identifies a specific aspect of the draft regulations that needed resolution. The Service also claims executive privilege for Bates Nos. CC6494-CC6495 because they reflect Mr. Howells' memorialization of the attendees' respective views regarding a potential concern in the current draft of the regulations and a suggested approach to address such concern. Bates Nos. CC6496-CC6500 - Unsigned draft memorandum to B John Williams, dated December 13, 2002, prepared by Horace Howells for Heather Maloy's signature, discussing two specific issues in the draft regulations that needed resolution. The Service claims executive privilege for the entire document because it is a draft and it contains the author's analyses of, and recommendations regarding, two issues in the draft regulations that needed resolution. Bates Nos. CC6501-CC6502 - Unsigned, undated memorandum to Heather Maloy prepared by Horace Howells for Dianna Miosi's signature, memorializing a November 18, 2002, meeting with Gary Wilcox, Cary Pugh, Matthew Stevens, Heather Maloy, William O'Shea, Donna Marie Young, Dianna Miosi, Danielle Grimm, and Horace Howells, discussing concerns raised with the draft § 752 regulations. The Service claims executive privilege for the entire document because it contains the opinions and recommendations of the author and others with respect to a number of concerns the attendees had raised with certain aspects of the draft regulations that needed to be addressed. Bates No. CC6520 - Handwritten notes prepared by Horace Howells memorializing a July 29, 2002, meeting with PSI and FIP attorneys discussing revised language in the draft § 752 regulations. The Service claims executive privilege for the entire document because it reflects Mr. Howells' memorialization of his own, and other attendees', views regarding revisions that were already, or needed to be, made to the draft regulations.

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Bates Nos. CC6521-CC6606 - Redlined draft of the final and temporary § 752 regulations prepared by Laura Fields on July 27, 2004. The Service claims executive privilege for the entire document as it is a draft of the regulations, which had not yet been issued. Bates Nos. CC6608-CC6612Unsigned memorandum prepared by Horace Howells for Dianna Miosi's signature, dated February 24, 2004, to Heather Maloy, discussing the public comments received and remaining issues to be addressed in finalizing the draft proposed and temporary regulations under § 752, all of which is contained in Bates Nos. CC1307-CC1311. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC6613 - An email from Horace Howells to Donna Marie Young on April 8, 2004, discussing two issues that remain to be resolved before completing the next draft of the regulations. The Service claims executive privilege for the entire document because it contains the author's suggest revisions for, and concerns raised with, the draft § 752 regulations, which had not yet been issued. Bates Nos. CC6614-CC6616An exchange of five emails among Dale Collinson, Rebecca Asta, Horace Howells, Dianna Miosi, William Blanchard, Donna Marie Young, Christine Ellison, and James Gergurich, transmitting April 28, 2003, draft versions of the § 752 NPRM and temporary regulations and providing suggested draft language that should be substituted. There are modest handwritten annotations on the document of an unspecified recipient. The Service claims executive privilege for the entire document because it contains suggested draft language for, and the authors' opinions and recommendations for revision of the draft § 752 regulations, which had not yet been issued. Bates Nos. CC6617-CC6707 - Redlined draft of the final and temporary § 752 regulations prepared by Laura Fields, which is undated. The Service claims executive privilege for the entire document as it is a draft of regulations, which had not yet been issued. Bates No. CC6708 - Undated handwritten notes prepared by Laura Fields memorializing a meeting with Counsel and Treasury attorneys, at which time Ms Fields "walked through" the draft regulations, and the attendees discussed additional revisions that needed to be made to the draft § 752 regulations. The Service claims executive privilege for the entire document because it reflects the recommendations of the author and others regarding the draft language of the § 752 regulations, which had not yet been issued. Bates Nos. CC6709-CC6800 - Draft of the final and temporary § 752 regulations prepared by Laura Fields on January 10, 2005, with redlined tracked changes

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throughout showing revisions recommended by Treasury attorneys from a previous version. The Service claims executive privilege for the entire document as it is a draft of regulations, which had not yet been issued. Bates Nos. CC6801-CC6891 - An undated draft of the final and temporary § 752 regulations prepared by Laura Fields, with redlined tracked changes from a previous version, with handwritten comments by Ms. Fields throughout. The Service claims executive privilege for the entire document as it is a draft of regulations, which had not yet been issued. Bates Nos. CC6892-CC6896 - An exchange of ten emails among Matthew Lay, attorney, OTP, Laura Fields, Douglas Bates, lan Russell, Dianna Miosi, William O'Shea, Donna Marie Young, Heather Maloy, William Alexander, Theresa Abell, Monte Jackel, on April 13, 15 and 18, 2005, discussing revisions to the draft language of the § 752 regulations, all of which are included in Bates Nos. CC3256-CC3260. The Service asserts executive privilege of the same portions for the same reason asserted for that duplicate document. Bates Nos. CC6897-CC6965 - An undated draft of the final and temporary § 752 regulations prepared by Laura Fields, with redlined tracked changes of inserted or deleted text throughout, with a handwritten note on the first page by Ms. Fields indicating that she has furnished this version to "Dianna" [Miosi] for her reaction. Bates Nos. CC6952-CC6955 are blank. The Service claims executive privilege for the entire document as it is a draft of regulations not yet issued. Bates Nos. CC6966-CC6969 - An exchange of seven emails among Matthew Lay, Laura Fields, Douglas Bates, lan Russell, Dianna Miosi, William O'Shea, Donna Marie Young, Heather Maloy, William Alexander, Theresa Abell, Monte Jackel, on April 13 and 15, 2005, discussing revisions to the draft language of the § 752 regulations, all of which are included in Bates Nos. CC3257-CC3260. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC6970-CC6972 - An exchange of three emails among Matthew Lay, Laura Fields, Douglas Bates, lan Russell, Dianna Miosi, William O'Shea, Donna Marie Young, Heather Maloy, William Alexander, Theresa Abell, Monte Jackel, on April 13 and 15, 2005, discussing revisions to the draft language of the § 752 regulations, all of which are included in Bates Nos. CC3257-CC3260. The Service asserts executive privilege of the same portions for the same reason asserted for that duplicate document. Bates Nos. CC6973-CC7063 - An undated draft of the final and temporary § 752 regulations prepared by Laura Fields. The Service claims executive privilege for the entire document as it is a draft of regulations, which had not yet been issued.

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Bates Nos. CC7064-CC7067 - An exchange of eight emails among Matthew Lay, Douglas Bates, lan Russell, Dianna Miosi, Laura Fields, William O'Shea, Donna Marie Young, Heather Maloy, William Alexander, Theresa Abell, and Monte Jackel on April 13 and 15, 2005, discussing revisions to the draft language of the § 752 regulations, all of which are included in Bates Nos. CC3256CC3260. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7068-CC7069 - An exchange of two emails among Douglas Bates, Matthew Lay, Dianna Miosi, Laura Fields, William O'Shea, Heather Maloy, Monte Jackel, lan Russell, Donna Marie Young, William Alexander, and Theresa Abell on April 13, 2005, discussing revisions to the draft language of the § 752 regulations, all of which are included in Bates Nos. CC3258-CC3260. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7070-CC7154 - Draft of final and temporary § 752 regulations prepared by Laura Fields on September 28, 2004, with redlined tracked changes throughout showing revisions suggested by Ms. Fields and Deborah Harrington that were made from a previous version. The Service claims executive privilege for the entire document as it is a draft of regulations not yet issued. Bates Nos. CC7155-CC7243- An undated draft of the final and temporary § 752 regulations prepared by Laura Fields, with redlined tracked changes throughout showing revisions made from a previous version. The Service claims executive privilege for the entire document as it is a draft of regulations not yet issued. Bates No. CC7244 - An exchange of four emails among Laura Nash, Jason Smyczek, Donna Marie Young, Monte Jackel, Dianna Miosi, and Deborah Harrington on August 5, 6 and 11,2004, transmitting the August 5, 2004, version of the draft regulations and discussing certain substantive changes, offered by Ms. Young and Heather Maloy, that were made to the draft regulations, with a handwritten note by Ms. Nash at the top of the page. The Service claims executive privilege for the portions of the document in Ms. Young's email that contains the second and third paragraphs, and the paragraph following "changes remaining to be done:" because these portions identify areas of the draft regulations in which substantive changes have been made, at a time when the regulations were still under development. Bates Nos. CC7245-CC7332 - An undated draft of the final and temporary § 752 regulations prepared by Laura Fields, with redlined tracked changes throughout showing changes made from a previous version. The Service claims executive privilege for the entire document as it is a draft of regulations not yet issued.

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Bates Nos. CC7333-CC7422 - An undated draft of the final and temporary § 752 regulations prepared by Laura Fields, incorporating changes recommended by Deborah Harrington. The Service claims executive privilege for the entire document as it is a draft of regulations not yet issued. Bates Nos. CC7423-CC7424 - An exchange of four emails among Donna Marie Young, Laura Nash, Monte Jackel, Dianna Miosi, and Deborah Harrington on August 9, 10 and 11,2004, discussing revisions to the draft regulations, all of which are included in Bates No. CC3607. The Service asserts executive privilege of the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7425-CC7511 - An undated draft of the final and temporary § 752 regulations prepared by Laura Fields, with handwritten annotations by Dianna Miosi throughout. The Service claims executive privilege for the entire document as it is a draft of regulations not yet issued. Bates Nos. CC7512-CC7514 - Handwritten notes, dated May 31, 2004, prepared by Laura Fields, memorializing a May 24, 2004, meeting with PSI and Treasury attorneys regarding revisions to be made to the draft regulations. The Service claims executive privilege for the entire document because it contains Ms. Fields' memorialization of the attendees' analyses of, and recommendations for, revisions that should be made to the language of the draft regulations, which had not yet been issued. Bates No. CC7515 - Handwritten notes taken by Laura Fields on June 4, 2004, memorializing a meeting with PSI and FIP attorneys regarding revisions to be made to the draft regulations. The Service claims executive privilege for the entire document because it contains Ms. Fields' memorialization of the attendees' analyses of, and recommendations for revisions that should be made to the language of the draft regulations, which had not yet been issued. Bates Nos. CC7516-CC7517 - Handwritten notes taken by Laura Fields on June 16, 2004, summarizing comments she received via email from PSI and Treasury attorneys regarding revisions to be made to the draft regulations in response to certain concerns that have been raised. The Service claims executive privilege for the entire document because it memorializes Ms. Fields' distillation of others' opinions and recommendations regarding revisions needed in the language of the draft regulations in light of certain concerns expressed therein at a time when the regulations were under development. Bates Nos. CC7518-CC7519 - Handwritten notes taken by Laura Nash on June 23, 2004, memorializing a meeting with Rebecca Asta, William O'Shea, Deborah Harrington, Donna Marie Young, lan Russell, Douglas Bates, Monte Jackel, Dianna Miosi, Horace Howells, and Laura Nash, discussing specific concerns

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with the draft regulations. The Service claims executive privilege for the entire document because it contains Ms. Fields' memorialization of the attendees' analyses of, and recommendations for, revisions that should be made to the language of the draft regulations, which had not yet been issued. Bates Nos. CC7520-CC7521 - Handwritten notes taken by Laura Fields on June 29, 2004, memorializing a meeting with Donna Marie Young, Deborah Harrington, Rebecca Asta, William O'Shea, Dianna Miosi, Laura Fields, and Monte Jackel regarding revisions to be made to the draft regulations in response to certain concerns that have been raised. The Service claims executive privilege for the entire document because it contains Ms. Fields' memorialization of the attendees' analyses of, and recommendations for, revisions that should be made to the language of the draft regulations, which had not yet been issued. Bates Nos. CC7522-CC7525 - Handwritten notes taken by Laura Fields on July 15, 2004, memorializing a meeting with PSI and Treasury attorneys regarding revisions to be made to the draft regulations. The Service claims executive privilege for the entire document because it contains Ms. Fields' memorialization of the attendees' analyses of, and recommendations for, revisions that should be made to the language of the draft regulations, which had not yet been issued. Bates Nos. CC7526-CC7527 - Handwritten notes taken by Laura Fields on August 5, 2004, memorializing a meeting with Heather Maloy, Donna Marie Young, Monte Jackel, and Laura Fields regarding revisions to be made to the draft regulations. The Service claims executive privilege for the entire document because it contains Ms. Fields' memorialization of the attendees' analyses of, and recommendations for, revisions that should be made to the language of the draft regulations, which had not yet been issued. Bates Nos. CC7529-CC7533 - An exchange of four emails among Monte Jackel, Matthew Lay, Special Counsel to the Associate Chief Counsel (PSI), Donna Marie Young, Laura Nash, Dianna Miosi, and Horace Howells, on June 22 and 23, 2004, in response to a fifth email transmitting the "Green Sheet" version of the draft regulations to Eric Solomon, Jodi Cohen, Kim Julian, Jonathan Ackerman, Deborah Harrington, Donna Hansberry, Nicholas DeNovio, Cary Pugh, Matthew Stevens, Jonathan Zelnik, Heather Maloy, William O'Shea, Lewis Fernandez, Donna Marie 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, Debora 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 Olson, Robert Erickson, and Laura Nash on May 27, 2004, for comment. These emails provide suggested draft language and discuss revisions for the draft regulations in response to the circulation of the "Green Sheet"

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version of the draft regulations package, all of which are included in Bates Nos. CC3699-CC3702. The Service asserts executive privilege of the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7534-CC7535 - An email from Horace Howells to William O'Shea and Deborah Harrington and copied to Horace Howells, Donna Marie Young, William Blanchard, Rebecca Asta, Dianna Miosi, and Laura Nash on June 4, 2004, describing a specific concern with the draft regulations raised by FIP attorneys, all of which are contained in Bates Nos. CC3714-CC3716. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7536-CC7537 - Undated draft Executive Summary prepared by Horace Howells for inclusion with the "Green Sheet" draft regulations package when circulated for approval. The Service claims executive privilege for the entire document because it describes the language and effect of the draft regulations, which had not yet been issued. Bates No. CC7538 - An email from Douglas Bates to Laura Nash on June 8, 2004, providing information regarding Corporate's treatment of certain liabilities, which is contained in Bates No. CC3725. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7539 - This is a duplicate of the email correspondence under Bates No. CC7538, with the addition of a handwritten note from Dianna Miosi to Laura Nash. The Service's assertion of executive privilege, and the reason therefor, is the same as stated for that document. The Service also asserts executive privilege for the handwritten annotation as it provides direction to Ms. Nash from Ms. Miosi as to Ms. Nash's next step regarding the development of the draft regulations. Bates No. CC7540 - An exchange of two emails among Donna Marie Young, Heather Maloy, William O'Shea, Horace Howells, Laura Nash, Dianna Miosi, and Deborah Harrington on June 14 and 15, 2004, discussing revisions of the draft regulations. Mr. Howells' email on June 14, 2004, at 6:37pm is included in Bates Nos. CC3702L-CC3702M 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 Ms. Young's email on June 15, 2004, at 4:15pm as it contains her views and requests responses whether to discuss particular issues in an upcoming meeting for the draft regulations, which had not yet been issued. Bates No. CC7541 - An exchange of two emails among Matthew Lay, Laura Nash, Monte Jackel, Horace Howells, Donna Marie Young, William O'Shea, and Heather Maloy on June 17 and 18, 2004, discussing Mr. Jackers concerns with

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one aspect of the draft regulations, all of which is contained in Bates No. CC3710. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7542-CC7543 - This is a duplicate of the document under Bates No. CC7536-CC7537, with the addition of handwritten annotations by Laura Nash on the first page. The Service's assertion of executive privilege, and the reason therefor, is the same as stated for that duplicate document. The Service also asserts executive privilege for Ms. Nash's editorial comments on the document as they reflect her suggested language for the draft regulations, which had not yet been issued. Bates Nos. CC7544-CC7546 - Undated draft of comments prepared by Horace Howells in preparation for an appearance to speak about the proposed regulations. The Service asserts executive privilege for the entire document as it contains Mr. Howell's own thoughts prior to any supervisor's review or approval of these comments. Bates Nos. CC7547-CC7549 - An exchange of six emails among Donna Marie Young, Laura Nash, Deborah Harrington, Monte Jackel, Rebecca Asta, Dianna Miosi, William Blanchard, and Heather Maloy on July 30 and August 2 and 3, 2004, discussing revisions to the draft regulations, all of which is contained in Bates Nos. CC3623-CC3625. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7550-CC7551 - An exchange of three emails among Donna Marie Young, Laura Nash, Deborah Harrington, Monte Jackel, Rebecca Asta, Dianna Miosi, William Blanchard, and Heather Maloy on July 30 and August 2 and 3, 2004, discussing revisions to the draft regulations, all of which is contained in Bates Nos. CC3623-CC3625. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7552-CC7574 - This is a duplicate of the document under Bates Nos. CC2025-CC2047, and the Service's assertion of executive privilege, and the reason therefor, is the same as stated for that duplicate document. Bates Nos. CC7575-CC7594 - Draft of PowerPoint material prepared by Horace Howells on June 18, 2004, describing the application of the draft § 752 regulations, with handwritten comments by Mr. Howells throughout. The Service claims executive privilege for the entire document because it is a draft and it consists of the author's opinions and recommendations regarding the application of the draft § 752 regulations to certain transactions. Bates Nos. CC7595-CC7598 - An exchange of three emails among William Blanchard, Horace Howells, Donna Marie Young, Rebecca Asta, Dianna Miosi,

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Laura Nash, Dale Collinson, Michael Novey, Viva Hammer, Deborah Harrington, William O'Shea and Eric Solomon on June 4, 7 and 16, 2004, discussing a number of questions raised with the language of the draft regulations, all of which are contained in Bates Nos. CC3713-CC3716. The Service asserts executive privilege for the entire document for the same reason asserted for that duplicate document. Bates Nos. CC7599-CC7600 - An exchange of five emails among Monte Jackel, Deborah Harrington, Laura Nash, Dianna Miosi, and Donna Young, dated July 14, 2004, discussing revisions to the preamble language of the regulations. Bates No. CC7600 only contains an icon to an attachment. The entire document is included in Bates Nos. CC3679-CC3680. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7601-CC7605 - Draft of language for the preamble to the regulations, with redlined tracked changes of deleted text throughout. The Service asserts executive privilege for the entire document as it consists of Laura Fields' suggested preamble language for the draft regulations, which had not yet been issued. Bates Nos. CC7606-CC7607 - An exchange of two emails among William Blanchard, Horace Howells, Donna Marie Young, Rebecca Asta, Dianna Miosi, Laura Nash, Dale Collinson, Deborah Harrington, Eric Solomon, and William O'Shea, dated June 4, and 7, 2004, discussing issues arising under the draft regulations related to financial instruments, all of which are contained in Bates Nos. CC3714-CC3716. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7608 - An exchange of two emails among Donna Marie Young, Laura Nash, Monte Jackel, Dianna Miosi, and Deborah Harrington, dated September 28, 2004, and October 5, 2004, discussing revisions to language of the draft regulations. The Service asserts executive privilege for a portion of Ms. Nash's email on September 28, 2004, at 3:07pm which is included in Bates No. CC3418. The Service asserts executive privilege of the same portions for the same reason asserted for that duplicate document. Bates No. CC7609 - An exchange of two emails among Donna Marie Young, Laura Nash, Monte Jackel, Dianna Miosi, and Deborah Harrington, dated September 28, 2004, discussing revisions to language of the draft regulations. Ms. Nash's email written is included in Bates No. CC3418 and 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 the portion of the document which consists of Mr. Jackel's email as it contains a suggested editorial change to the language of the draft regulations, which had not yet been issued.

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Bates No. CC7610 - An email from Laura Nash to Donna Marie Young, Monte Jackel, Dianna Miosi, and Deborah Harrington, dated September 28, 2004, discussing revisions to language of the draft regulations, all of which is included in Bates No. CC3418. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7611-CC7612 -An exchange of seven emails among Andrew Keyso, Jr., Laura Nash, Kathleen Reed, Donna Marie Young, John Huffman, Monte Jackel, and Dianna Miosi, dated September 25, 27, and 28, 2004, reflecting the respective authors' views on, and suggestions for, language in the example and preamble sections of the draft regulations, all of which is contained in Bates Nos. CC3471-CC3472. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7613-CC7614An exchange of six emails among Laura Nash, Kathleen Reed, Donna Marie Young, John Huffman, Monte Jackel, and Dianna Miosi, dated September 25, 27, and 28, 2004, reflecting the respective authors' views on, and suggestions for, language in the example and preamble sections of the draft regulations, all of which is contained in Bates Nos. CC3473-CC3474. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7615-CC7619 - Four pages of typed revisions by William J. Patton [position unknown], dated June 12, 2004, from a redlined version of the draft regulations. The Service asserts executive privilege for the entire document as it contains the author's recommendations and suggestions for language of the draft regulations, which had not yet been issued. Bates Nos. CC7620-CC7624 - An exchange of six emails among Matthew Lay, Donna Marie Young, Laura Nash, Dianna Miosi, Heather Maloy, William O'Shea, Deborah Harrington, Stephanie Robinson, Horace Howells, Christine Ellison, James Gergurich,. Deane Burke, Jennifer Cieplak, and Monte Jackel on June 22 and 23, 2004, providing analyses and comparison of the language of the draft regulations to other proposed regulations as well as a discussion on the purpose of certain language in the draft, following a seventh email circulating a copy of the "Green Sheet" circulation version of the draft regulations package on May 27, 2004. The green sheet circulation email was also sent to Jodi Cohen, Julian Kim, Jonathan Ackerman, Donna Hansberry, Nicholas DeNovio, Cary Pugh, Matthew Stevens, Jonathan Zelnik, Lewis Fernandez, David Schneider, Louis Solomon, John Hines, 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

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Silver, Nina Olsen, and Robert Erickson. All the emails are included in Bates Nos. CC3702N-CC3702R. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7625-CC7627 - An exchange of four emails among Monte Jackel, Horace Howells, Laura Nash, William O'Shea, Matthew Lay, Donna Marie Young, and Heather Maloy, on June 9, 10, and 14, 2004, discussing revisions of the draft language of the regulations, following an email circulating a copy of the "Green Sheet" circulation version of the draft regulations package on May 27, 2004. The green sheet circulation email was also sent to Jodi Cohen, Julian Kim, Jonathan Ackerman, Deborah Harrington, Donna Hansberry, Nicholas DeNovio, Cary Pugh, Matthew Stevens, Jonathan Zelnik, Lewis Fernandez, 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. These emails are all contained in Bates Nos. CC3719-CC3721, and the Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7628-CC7629 - An exchange of two emails among Monte Jackel, Horace Howells, Laura Nash, Matthew Lay, William O'Shea, Donna Marie Young, and Heather Maloy, dated June 12 and 14, 2004, discussing revisions to the language of the preamble of the draft regulations, all of which are included in Bates Nos. CC3722-CC3723. Bates No. CC7629 is blank. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates No. CC7630 - An exchange of two emails between Horace Howells and Douglas Bates, dated June 22 and 23, 2004, discussing revisions of the draft language of the regulations and containing an analysis of particular issues arising under the draft regulations, all of which are contained in Bates No. CC3702Y. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC7631-CC7632 - An exchange of two emails among Monte Jackel, Horace Howells, Laura Nash, Matthew Lay, William O'Shea, Donna Marie Young, and Heather Maloy, dated June 12 and 14, 2004, discussing revisions to the language of the preamble of the draft regulations, all of which are included in Bates Nos. CC3722-CC3723. Bates No. CC7632 is blank. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document.

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Bates Nos. CC7633-CC7635 - An exchange of four emails among Monte Jackel, Horace Howells, Laura Nash, William O'Shea, Matthew Lay, Donna Marie Young, Heather Maloy, on June 9, 10, and 14, 2004, discussing revisions of the draft language of the regulations, following an email circulating a copy of the "Green Sheet" circulation version of the draft regulations package on May 27, 2004. The green sheet circulation email was also sent to Jodi Cohen, Julian Kim, Jonathan Ackerman, Deborah Harrington, Donna Hansberry, Nicholas DeNovio, Cary Pugh, Matthew Stevens, Jonathan Zelnik, Lewis Fernandez, 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, Robert Erickson, and on May 27, 2004. These emails are all contained in Bates Nos. CC3719-CC3721. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7636-CC7638 - An exchange of five emails (plus two emails with no text) among Melissa Ardnt, Horace Howells, Rebecca Wolfe, Kathy Robbins, Michael Winters, Rosemary Burke, &LM Area 4 MGRS, John Duncan, Deborah Delgado, &LM PG Circ, and Sheila Harvey, discussing revisions to the "Green Sheet" circulation version of the draft regulations, all of which are contained in Bates Nos. CC5943-CC5945. The Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7639-CC7642 - An exchange of two emails among Monte Jackel, Matthew Lay, Horace Howells, Donna Marie Young, Laura Nash, and Dianna Miosi, on June 22, 2004, providing analyses and comparison of the language of the draft regulations to another proposed regulations project as well as a discussion on the purpose of certain language in the draft regulations, following an email circulating a copy of the "Green Sheet" circulation version of the draft regulations package on May 27, 2004. The green sheet circulation email was also sent to Jodi Cohen, Julian Kim, Jonathan Ackerman, Deborah Harrington, Donna Hansberry, Nicholas DeNovio, Cary Pugh, Matthew Stevens, Jonathan Zelnik, Heather Maloy, William O'Shea, Lewis Fernandez, David Schneider, Louis Solomon, 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, on May 27, 2004. All the emails are included in Bates Nos. CC3699-CC3702. The

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Service asserts executive privilege for the same portions for the same reason asserted for that duplicate document. Bates Nos. CC7643-CC7644 - An email from Horace Howells to William O'Shea, Donna Marie Young, William Blanchard, Rebecca Asta, Laura Nash, Dianna Miosi, and Deborah Harrington, dated June 4, 2004, discussing revisions to language of the draft regulations, all of which is contained in Bates Nos. CC3714-CC3715. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC7645-CC7648 - An exchange of three emails among William Blanchard, Horace Howells, Donna Marie Young, Rebecca Asta, Dianna Miosi, Laura Nash, Dale Collinson, Michael Novey, Viva Hammer, Deborah Harrington, Eric Solomon, and William O'Shea, dated June 4, 7, and 16, 2004, discussing issues arising under the draft regulations related to financial instruments, all of which are contained in Bates Nos. CC3713-CC3716. The Service asserts executive privilege for the same reason asserted for that duplicate document. Bates Nos. CC7649-CC