Seconded to MUFG Union Bank, San Francisco, CA. Handled governance matters, including preparing board and board committee minutes.Seconded to Weatherford International, Houston, TX. (Oilfield Services). Handled finance, governance, treasury matters and transactions.Seconded to MUFG Securities, New York, NY. Handling board and governance matters. Seconded to Office of Corporate Secretary, USAA, San Antonio, TX. Managed and executed processes related to board and management committee governance. Reviewed and revised board charters and processes. Managed project to ensure sustainability of board processes as part of major regulatory compliance review.

Seconded to The Charles Schwab Corporation, Westlake, TX. Office of Corporate Governance. Handled board and board committee matters and minutes. Workedwith governance team on various management and corporate governance issues.

Securities offerings, mergers and acquisitions, business transactions for business clients.

In this engagement, I:• Prepared offering materials and documentation related to investment products offered by the company.• Handled risk management and insurance.• Advised company management and professional personnel on a variety of legal, transactional and risk management matters.

While with this startup oil and gas exploration and production company, I managed legal operations. In this role, I:• Negotiated, documented and reviewed various oil and gas agreements, vendor relationships, service contracts and transactions.• Prepared and documented private placement of securities.• Negotiated and closed $250 Million acquisition of oil and gas properties and related all-debt financing.• Managed and conducted litigation matters, including selection of outside counsel.

As a private attorney I represented business clients with their transactions and in general corporate matters, including acquisitions and private placement of securities. During my consulting engagement with RGP, I assisted a newly public company to establish board processes and document retention policy, and assisted the general counsel of our client with general corporate matters.

• Primary responsibility for securities matters, including preparation of Securities and Exchange Commission (SEC) reports and compliance, proxy statement preparation and executive compensation disclosures. • Managed corporate governance matters, board and shareholder meeting preparation, board organization and subsidiary maintenance. • Maintained and revised board and committee charters. Maintained NYSE compliance. Supported investor relations function, including reviewing communications for compliance with disclosure requirements and Regulation FD. • Collaborated with and advised finance, treasury and accounting functions, including reviewing contracts, financing arrangements and legal counseling in these areas, including debt covenant compliance. • Supported M&A activities. • Collaborated with HR and tax functions on executive compensation matters. • Advised and counseled management and field operations on a wide variety of legal matters. • Primary responsibility for preparation, negotiation, review and documentation of agreements related to a wide variety of transactions and activities. • Hired and managed outside counsel. • Supported legal department management.• Chaired disclosure committee, the team responsible While at Cash America, I conducted or participated in several transactions, including:• Negotiating and managing $40 million and $60 million private placements of senior debt to institutional investors.• Negotiating and closing amendments to $250-$300 million credit facility.• Negotiating credit agreements used to finance $90 million acquisition.• Successfully obtaining SEC no-action ruling to exclude unfavorable shareholder proposal from proxy statement. • Significant responsibilities as part of team negotiating, documenting and closing major acquisition.

• Provided legal advice to management and field operations of this electric utility holding company and its affiliated electric utility and retail electric provider on wide variety of commercial, regulatory, compliance and securities matters. • Primary responsibility for securities matters, including preparation of 10-K, 10-Q, 8-K, proxy statements and other 1934 Act reporting and compliance. • Prepared prospectuses and disclosure for, public and private securities offerings. • As Corporate Secretary, managed corporate governance, board and shareholder matters, including preparing for board meetings, managing board organization, drafting and maintaining board policies, preparation of minutes and Sarbanes-Oxley (SOX) compliance.• Maintained New York Stock Exchange (NYSE) compliance while publicly held. • Maintained subsidiaries. • Prepared and negotiated agreements & related documents related to a variety of transactions and activities. • Supported finance and treasury functions. • Supported M&A activities. • Advised management and field operations on wide variety of legal matters. • Prepared and reviewed reports to regulators..I also:• Negotiated, prepared documentation for, and part of team managing $275 million private placement of debt and subsequent registered exchange offer in connection with restructuring of corporate debt.• Managed $175 million public offering of debt securities.• Prepared and filed registration statements related to securities offerings and benefit plan.• Negotiated and closed $325 million and $125 million bank credit facilities.• Advised and supported finance, regulatory & field operations on deregulaton structuring and operations, including separation of regulated and deregulated operations. • Significant responsibilities as part of team negotiating and documenting first leveraged buy out of an investor-owned public utility and related financing transactions.

While at this major Dallas law firm I represented and advised clients in securities law offerings and compliance, business and corporate transactions and other matters, including preparation of SEC reports, proxy statements, public and private offerings of securities and sale of oil and gas properties. Client industries represented included: health care, oil & gas, factoring, manufacturing.

While at this business law firm I represented and advised clients in securities law matters, general corporate transactions and related matters. Prepared SEC reports, managed and prepared offering materials for public and private securities offerings. My principal clients were in health care, telecommunications, factoring, manufacturing industries. Firm also known as: Steinberg Solomon & Meer, Seelingson & Steinberg; Seeligson, Douglass, Falconer, Vanden Eykel, Steinberg & Solomon.

While an associate at this Midland law firm, I represented and advised clients in securities law matters, general corporate transactions and related matters. I prepared SEC reports, managed and prepared offering materials for public and private securities offerings.