(g) (1) An issuer or a securities intermediary may not enter into an
agreement of the kind described in subsection (c)(2) or (d)(2) of this section without
the consent of the registered owner or entitlement holder, but an issuer or a securities
intermediary is not required to enter into such an agreement even though the
registered owner or entitlement holder so directs.

(2) An issuer or securities intermediary that has entered into such an
agreement is not required to confirm the existence of the agreement to another party
unless requested to do so by the registered owner or entitlement holder.

8-110.

(e) The following rules determine a "securities intermediary's jurisdiction" for
purposes of this section:

(1) If an agreement between the securities intermediary and its
entitlement holder [specifies that the agreement is governed by the law of a
particular jurisdiction] GOVERNING THE SECURITIES ACCOUNT EXPRESSLY
PROVIDES THAT A PARTICULAR JURISDICTION IS THE SECURITIES INTERMEDIARY'S
JURISDICTION FOR PURPOSES OF THIS SUBTITLE OR THIS TITLE, that jurisdiction is
the securities intermediary's jurisdiction.

(2) IF PARAGRAPH (1) DOES NOT APPLY AND AN AGREEMENT BETWEEN
THE SECURITIES INTERMEDIARY AND ITS ENTITLEMENT HOLDER EXPRESSLY
PROVIDES THAT THE AGREEMENT IS GOVERNED BY THE LAW OF A PARTICULAR
JURISDICTION, THAT . JURISDICTION IS THE SECURITIES INTERMEDIARY'S
JURISDICTION.

[(2)] (3) If NEITHER PARAGRAPH (1) NOR PARAGRAPH (2) APPLIES AND
an agreement between the securities intermediary and its entitlement holder [does
not specify the governing law as provided in paragraph (1) of this subsection, but]
GOVERNING THE SECURITIES ACCOUNT expressly [specifies] PROVIDES that the
securities account is maintained at an office in a particular jurisdiction, that
jurisdiction is the securities intermediary's jurisdiction.

[(3)] (4) If [an agreement between the securities intermediary and its
entitlement holder does not specify a jurisdiction as provided in paragraph (1) or (2) of
this subsection,] NONE OF THE PRECEDING PARAGRAPHS APPLIES, the securities
intermediary's jurisdiction is the jurisdiction in which [is located] the office
identified in an account statement as the office serving the entitlement holder's
account IS LOCATED.

[(4)] (5) If [an agreement between the securities intermediary and its
entitlement holder does not specify a jurisdiction as provided in paragraph (1) or (2) of
this subsection and an account statement does not identify an office serving the
entitlement holder's account as provided in paragraph (3) of this subsection,] NONE
OF THE PRECEDING PARAGRAPHS APPLIES, the securities intermediary's jurisdiction
is the jurisdiction in which [is located] the chief executive office of the securities
intermediary IS LOCATED.