2010 Banking Institute Schedule Thursday, March 25 10:30 - 11:30 a.m. Registration and Coffee 11:30 a.m. - 12:30 p.m. Karen Shaw Petrou, Federal Financial Analytics, Inc. (Salon II & III) Introduction by: Lissa Broome, UNC School of Law, Center for Banking and Finance Karen Shaw Petrou is the co-founder and Managing Partner of Federal Financial Analytics, Inc., a privately held company that provides analytical and advisory services on legislative, regulatory, and public policy issues affecting financial services companies. Petrou is a frequent speaker on topics affecting the financial services industry to Congress, federal government agencies, industry groups, and professional associations. She also writes frequently for specialized banking publications such as the American Banker and for general-interest media like The New York Times and the Wall Street Journal. She began her career as an officer at Bank of America in Washington. 12:30 - 1:00 p.m. Lunch (Salon I) 1:00 - 2:00 p.m. Edward P. O'Keefe, General Counsel, Bank of America Corporation Introduction by: James P. Carroll, Cadwalader, Wickersham & Taft LLP Ed O'Keefe has been general counsel of Bank of America since January 2009 and is a member of the bank's executive management team. He joined the company in 2004 and has served in several roles at Bank of America including head of litigation, global compliance, and operational risk. He began his career in private practice before joining Chemical Bank in 1987 where he worked on mergers involving Manufacturers Hanover Corp. and Chase Manhattan Corp. He then worked at Deutsche Bank AG, where he was responsible for the global staff support legal functions outside of Germany. 2:00 - 3:15 p.m. Executive Compensation After 2009, the world of executive compensation will never be the same, especially for financial institutions. The TARP limitations on compensation have spread to compensation for all publicly traded corporations, and more limitations and requirements are on the way. This panel will describe legislative and regulatory limits, including proposed limits, and new requirements affecting executive compensation, focusing on assessing how the compensation plans influence risk taking. 3:15 - 3:30 p.m. David L. Batty, Winston & Strawn LLP, Charlotte (coordinator) Laura Hanf, Pearl Meyer & Partners, Charlotte Eileen A. Kamerick, Tecta America Corporation, Chicago Michael Melbinger, Winston & Strawn LLP, Chicago Break 1 | P a g e 3:30 - 4:30 p.m. Mortgage Funding for Community Banks: Now and in the Future This panel will help you understand what is going on in the roller coaster mortgage lending market. A community banker will discuss the current environment for bank lending, a mortgage finance legislative expert will discuss proposals to reform the secondary market, and an official from the Federal Housing Finance Agency will discuss the conservatorships of Fannie Mae and Freddie Mac and how the GSE are helping to avoid foreclosures. William R. Lathan, Ward and Smith, PA, New Bern (coordinator) Christopher T. Curtis, Federal Housing Finance Agency, Washington, D.C. Michael C. Miller, FNB United, CommunityONE Bank, N.A., Asheboro Joe Pigg, American Bankers Association, Washington, D.C. 4:30 - 4:45 p.m. Break 4:45 - 6:00 p.m. Private Equity Capital, Failing Banks, and the FDIC: Are We Speaking the Same Language? Although one might think the federal banking agencies would welcome private equity capital as we proceed through this financial crisis, the Federal Reserve and the FDIC have been extremely cautious and somewhat tentative, each promulgating policy statements and putting out other unofficial guidance for investors. With relatively rare exceptions, private investors have been forced to the sidelines as existing banking organizations have gobbled up failed banks. This panel will discuss the issues associated with how private investors are attempting to thread this needle, and indeed, whether it is possible to do so. 6:00 - 7:00 p.m. John L. Douglas, Davis Polk & Wardwell LLP, New York (coordinator) Ben Berry, First American Financial Management Co., Salisbury, N.C. Scott M.A. Clark, Sandler O'Neill + Partners, LP, New York Joseph A. Jiampietro, Federal Deposit Insurance Corporation, Washington, D.C. Patricia A. Robinson, Federal Reserve Board, Washington, D.C. Reception (Ballroom) This opportunity to mix and mingle with the participants, including program speakers and the law students who produced the North Carolina Banking Institute Journal is always a highlight of the Banking Institute. 7:00 - 7:45 p.m. Dinner (Salon I) Note: This is a separately ticketed event. 7:45 - 8:30 p.m. Joseph A. Smith, North Carolina Commissioner of Banks; Chairman, Conference of State Bank Supervisors Introduction by: Frances B. Jones, BB&T Corporation Joseph Smith has served as the North Carolina Commissioner of Banks since June 2002. As Commissioner, he heads an agency charged with the supervision of banks and thrift institutions having aggregate assets in excess of $200 billion; the licensing and regulation of firms and individuals engaged in mortgage banking and brokerage; and the regulation of a variety of consumer finance enterprises. Commissioner Smith also serves as Chairman of the Conference of State Bank Supervisors and as a member of the Board of Managers of State Regulatory Registry LLC, a limited liability company established to implement a national mortgage licensing system. Prior to his appointment to office, Commissioner Smith was engaged in the practice of securities and banking law. He was for a number of years the general counsel of a North Carolina bank holding company. 2 | P a g e 2010 Banking Institute Schedule Friday, March 26 7:30 - 8:15 a.m. Coffee and Continental Breakfast 8:15 - 9:30 a.m. Financial Services Recovery and Reform: Legislative, Regulatory, and Private Sector Developments and Issues (Salon II & III) As the financial crisis and hoped-for financial services industry recovery continues to play out, the United States government and the financial services industry continue to assess the causes, consequences, and solutions to the events of the past two years. The 2010 Banking Institute will devote its Friday morning session to several panel discussions of the implications of the financial crisis for new financial services legislation, the structure and regulation of the financial services industry, and the financial services consumer, who in many ways may be most affected by these changes. Eugene M. Katz, Wells Fargo & Company, Charlotte (moderator) Panel 1: Current Status of Financial Services Regulatory Reform Efforts This panel will provide an overview of the legislative proposals advanced by the Administration and Congress for comprehensive financial services reform and the prospects for final legislation in 2010, as well as other key regulatory proposals that continue to flow from Washington. In addition, the status of the current Emergency Economic Stabilization Act and other financial rescue initiatives will be discussed. Scott Cammarn, GMAC Financial Services, Inc., Charlotte (coordinator) C. Dawn Causey, American Bankers Association, Washington, D.C. Kevin M. MacMillan, Bank of America, Washington, D.C. Laurie S. Schaffer, U.S. Department of the Treasury, Washington, D.C. David Smith, House Financial Services Committee, Washington, D.C. 9:30 - 9:45 a.m. Break 9:45 - 11:00 a.m. Panel 2: Coming to Terms with Financial Structure and Systemic Risk Issues The financial crisis poses a substantial challenge to the structure of the financial services industry and the overall safety and soundness of the U.S. and global financial systems. How will the core issues systemic of financial stability and "too big to fail" be addressed? What actions are financial regulators taking to promote systemic stability? How will the Basel Committee's proposals for financial system resilience impact these efforts? This panel will address those and other related issues. Charles M. Horn, Mayer Brown LLP, Washington, D.C. (coordinator) Lawrence G. Baxter, Duke Law School, Durham William F. Kroener, III, Sullivan & Cromwell LLP, Washington, D.C. and Los Angeles James M. Strother, Wells Fargo & Company, San Francisco 3 | P a g e 11:00 - 11:15 a.m. Break 11:15 a.m. - 12:30 p.m. Panel 3: Financial Reform and its Impact on Consumers There is a general view that the financial services consumer has not been well-served in the current financial environment. Accordingly, there are important federal legislative and regulatory consumer reform proposals that are being considered and adopted, including the proposed creation of a new federal Consumer Financial Protection Agency and the Federal Reserve Board's recent CARD Act rules regulating bank credit card practices. There is a continuing debate, however, over the need for federal uniformity in financial consumer protection rules versus the benefits in allowing states to exercise their legal rights to protect their financial consumers. This panel will consider these and other issues. 12:30 - 2:30 p.m. Donald C. Lampe, Womble Carlyle Sandridge & Rice LLP, Greensboro and Charlotte (coordinator) Lynne B. Barr, Goodwin Procter LLP, Boston Christopher Kukla, Center for Responsible Lending, Durham Raymond Natter, Barnett Sivon & Natter, PC, Washington, D.C. Center for Banking and Finance Board of Advisors Luncheon Meeting (Salon I) 4 | P a g e Speaker Biographies LYNNE B. BARR Goodwin Procter, LLP Lynne Barr is a partner in Goodwin Procter's Financial Services Group and chair of its Consumer Financial Services Practice. She focuses on banking and financial services law. Ms. Barr advises banks, bank holding companies, brokerage concerns, mortgage companies, trade associations and other entities on general corporate matters, including the operation and offering of their products and services, particularly in the context of federal and state regulation of financial institutions and their activities. Ms. Barr has extensive experience in credit and mortgage lending matters (including licensing, disclosure, documentation, interest rate limitations and credit reporting), fair lending and equal credit opportunity issues, credit and deposit services, electronic banking and Internet services, and insurance products. Ms. Barr is the Chair-Elect of the American Bar Association’s Section of Business Law and is a member of its Council. She is the former chair of the ABA’s Consumer Financial Services Committee. In addition, she is the former chair of the Financial Holding Company Subcommittee of the ABA’s Banking Law Committee and the ABA’s Consumer Financial Services Subcommittees on Deposit Accounts and Programs. She is also a former faculty member of the Boston University Law School Graduate Program in Banking Law. Ms. Barr holds a B.A. and a J.D. from George Washington University. DAVID L. BATTY Winston & Strawn LLP David Batty is a partner in Winston & Strawn’s finance practice group and concentrates on corporate lending. Mr. Batty’s practice focuses on the representation of financial institutions in syndicated credit facilities, including first and second lien loan transactions, as well as mezzanine financing. He has served as counsel to the administrative agent and lead arranger in syndicated credit facilities ranging in size from $100 million to more than $4 billion extended to companies in the media, telecommunications, consumer, defense technology, and other sectors. Mr. Batty served as an Adjunct Professor at the North Carolina Central University School of Law in fall 2005 and fall 2006. He currently serves on the Steering Committee for the University of North Carolina School of Law, Center for Banking and Finance and its Board of Advisors, and was a practitioner in residence at the center (2001-2006). Mr. Batty received a B.A. from George Washington University and a J.D. from Boston College. LAWRENCE G. BAXTER Duke University School of Law Lawrence Baxter is the Visiting Professor of the Practice of Law at Duke Law School. His teaching and research interests are in federal and state administrative law, domestic and global banking regulation. He is currently focused on the evolving regulatory environment for financial services. In 1995, Professor Baxter joined Wachovia Bank, serving first as special counsel for Strategic Development and later as corporate executive vice president, founding Wachovia’s Emerging Businesses and Insurance Group and eBusiness Group. He served as chief eCommerce officer for Wachovia Corporation from 2001 to 2006. Prior to joining Wachovia, Professor Baxter was a member of the Duke Law Faculty. Professor Baxter holds a L.L.B. and B. Comm., Business from the University of Natal, a Diploma in Legal Studies and L.L.M. from the University of Cambridge, and a Ph.D. in Law and Government Regulation from the University of Natal. 1 | P a g e D. BEN BERRY First American Financial Management Company Ben Berry is President and Chief Executive Officer of First American Financial Management Company, a de novo company formed for the purpose of becoming a multi-state bank holding company in NC, VA, and SC. First American has entered into a definitive agreement to acquire Community Bank of Rowan, Salisbury, NC and the application is pending before the Federal Reserve Board for approval to become the bank holding company for Rowan. Mr. Berry has been in discussions with private equity funds to raise additional capital to execute on First American’s business plan of growth through acquisition and potentially to bid for failed institutions in the Southeast. Mr. Berry is the former President and Chief Executive Officer of Gateway Financial Holdings, Inc. and Gateway Bank & Trust Company, Virginia Beach, Virginia and Elizabeth City, North Carolina. He was the organizer of Gateway Bank & Trust Company that merged on December 31, 2008 with Hampton Roads Bankshares, Inc., Norfolk, Virginia to create the largest bank based in Virginia in terms of assets. Gateway Bank & Trust Company was $2.2 billion at the time of its merger, seventh largest in North Carolina with over 50 offices in Virginia and North Carolina. Mr. Berry also previously served as Regional Executive, Southeastern Virginia and Eastern North Carolina and South Carolina at RBC Centura. He served in a number of other managerial positions while at RBC Centura and Peoples Bank & Trust Co. Mr. Berry has been a commercial banker since 1977. SCOTT CAMMARN GMAC Financial Services, Inc. Scott Cammarn is GMAC's Bank Regulatory Counsel, responsible for providing legal advice on state and federal bank regulatory issues and acting as the company's legal liaison with the bank regulatory agencies. Mr. Cammarn has 23 years of legal and financial experience, most recently as senior vice president, general counsel and corporate secretary for LendingTree. Previously, he held senior positions with NationsBank’s Legal Department, including associate general counsel with responsibility for regulatory and corporate affairs. Prior to joining NationsBank, Mr. Cammarn was in private practice. Mr. Cammarn was formerly a member of the Duke University Law School faculty, where he taught a course in U.S. Banking Regulation. He is a member of the Board of Advisors of the UNC School of Law’s Center for Banking and Finance. Mr. Cammarn is a graduate of the Ohio State University and Duke University School of Law. SCOTT M.A. CLARK Sandler O’Neill + Partners, LP Scott Clark is a Principal of Sandler O’Neill + Partners, L.P., where he advises on a broad range of financial institutions on strategic matters, focusing on mergers and acquisitions as well as capital financing. Since joining the firm in 2003, he has worked on more than 50 mergers with aggregate value of more than $25 billion and more than 20 capital raises. Mr. Clark focuses on Sandler’s clients in the Southeastern and Northeastern United States though he has broad transaction experience nationwide. He also provides clients with strategic advisory, functioning as a primary resource in structuring and implementing complex capital markets transactions. Prior to joining Sandler O’Neill, Mr. Clark worked at Braun Consulting, where he assisted financial services companies with customer relationship management strategies. Mr. Clark graduated from Harvard College with an A.B. in Economics with Honors. 2 | P a g e C. DAWN CAUSEY American Bankers Association Dawn Causey is the eighth general counsel of the American Bankers Association and has served in that capacity since January 2003. Previously, Ms. Causey served on the ABA's Government Relations staff as Director of Financial Institution Affairs and Counsel where she coordinated the development of policy positions on a number of regulatory and legislative issues including bankruptcy, arbitration, mutual charters, credit card issues, FHL Bank System, OTS, and de novo institutions. Ms. Causey currently works with ABA’s Mutual Institutions Council and is one of ABA’s main contacts with the Office of Thrift Supervision. Prior to joining the ABA in 2000, Ms. Causey spent seven years with America's Community Bankers first as regulatory counsel, and then as general counsel, focusing on legal and regulatory issues on the federal and state level. Prior to her experience in the private sector, Ms. Causey was a senior staff attorney with the Office of Thrift Supervision. Ms. Causey holds a B.A. from Millikin University and a J.D. from George Washington University. CHRISTOPHER CURTIS Federal Housing Finance Agency Chris Curtis is Senior Deputy General Counsel of the Federal Housing Finance Agency, which was created by Congress in 2008. FHFA’s mission is to oversee the safety and soundness of Fannie Mae, Freddie Mac, and the Federal Home Loan Bank System, combining the functions of the Office of Federal Housing Enterprise Oversight, the Federal Housing Finance Board, and the GSE mission supervision office of the Department of Housing and Urban Development. At the FHFA, Mr. Curtis manages legal support for the agency’s supervision and regulation activities. He was the last General Counsel of the Federal Housing Finance Board, and has also worked in various capacities at Capital One Financial Corporation, the Federal Deposit Insurance Corporation, the Federal Home Loan Bank Board, and the law firm of Covington & Burling. JOHN L. DOUGLAS Davis, Polk & Wardwell LLP John Douglas is a partner in Davis, Polk & Wardwell’s Financial Institutions Group, heading the firm’s bank regulatory practice and focusing on bank restructuring and resolutions and other issues arising from the current banking and financial crisis. He has advised the boards of directors of IndyMac and Bank United, counseled Citigroup with respect to FDIC matters, advised various parties on the fallout from the failure of Washington Mutual, and advised various private equity firms on proposed investments in troubled or failed banks. He is also a member of the Board of Advisors of the University of North Carolina School of Law’s Center for Banking and Finance. Mr. Douglas was appointed General Counsel of the Federal Deposit Insurance Corporation in 1987 and continued in that capacity through 1989. Mr. Douglas holds a B.A. from Davidson College and a J.D. from the University of Georgia. LAURA HANF Pearl Meyer & Partners, LLC Laura Hanf is a Vice President in Pearl Meyer & Partners’ banking group and is frequently retained to evaluate the appropriateness of compensation programs, including total compensation, performance-based incentives, change of control/employment agreements, and TARP regulations compliance. Ms. Hanf is a Certified Equity Professional, a Certified Compensation Professional, and a Senior Professional in Human Resources. Ms. Hanf is a graduate of the University of Detroit and holds an M.B.A. from the University of North Carolina at Charlotte. 3 | P a g e CHARLES M. HORN Mayer Brown LLP Charles Horn is a partner at Mayer Brown. He is a regulatory and transactional attorney whose practice focuses primarily on banking and financial services matters. Mr. Horn represents domestic and global financial services firms of all sizes on regulatory and transactional issues affecting their organization, structure, governance, management, and operations. In addition, he provides sophisticated regulatory counseling to banks and other financial services firms relative to federal and state financial regulation, supervision, and compliance matters affecting their corporate, institutional, and retail business activities. He is also a member of the Board of Advisors of the University of North Carolina School of Law’s Center for Banking and Finance Prior to joining Mayer Brown in 1992; Mr. Horn worked with another major law firm. Previously, he served as Senior Attorney (1983), then as Assistant Director (1983–1986), and finally as Director (1986–1989) of the Securities & Corporate Practices Division of the U.S. Department of Treasury’s Office of the Comptroller of the Currency. Earlier, Mr. Horn held positions of progressively greater responsibility with the U.S. Securities and Exchange Commission, Washington, D.C., including Attorney Division of Market Regulation (1976–1978); Attorney, Division of Enforcement (1978–1982); Senior Counsel (1980–1982); Branch Chief (1982–1983). Mr. Horn is a graduate of Harvard University and Cornell University Law School. JOSEPH A. JIAMPIETRO Federal Deposit Insurance Corporation Joseph Jiampietro is the Senior Advisor for Markets to FDIC Chairman Sheila Bair. Mr. Jiampietro provides Chairman Bair with policy and legal advice relating to complex financial transactions, bid structures, and capital markets. Mr. Jiampietro previously served as Managing Director of the Financial Institutions Group at J.P. Morgan in New York, with responsibility for delivering merger and acquisition and corporate finance advice to depository institutions. Prior to that, he was a Managing Director in the Financial Institutions Group of UBS Investment Bank, where he was also head of Financial Institution Capital Markets. Mr. Jiampietro has spent 11 years in investment banking, providing strategic advice to financial institutions. Before his career in investment banking, he was an associate practicing corporate law at Simpson Thatcher and Bartlett. He has also served as Legal Counsel with the Senate Committee on Banking, Housing and Urban Affairs during the 104th Congress. Mr. Jiampietro holds a B.A. from Dartmouth College and a J.D. from Columbia University. EILEEN A. KAMERICK Tecta America Corporation Eileen Kamerick is Senior Vice President, Chief Financial Officer and Chief Legal Officer at Tecta America Corporation. Tecta America Corporation is the nation’s leading roofing contractor with over 50 locations and over 3,000 qualified roofing professionals nationwide. Ms. Kamerick began her career at Skadden, Arps, Slate, Meagher & Flom. Since then she has led many significant mergers as well as international transactions in her career roles as a senior legal and financial executive for several Fortune 500 companies, including BP Amoco Americas, and Bcom3, parent company of Leo Burnett and Starcom Media. Ms. Kamerick also teaches courses in corporate governance at Northwestern University and the University of Iowa. Ms. Kamerick is a board member of Associated Bancorp, a board member of Westell Technologies, Inc., and a board member of Global Compliance Services. Ms. Kamerick is a graduate of Boston College, received a J.D. and an M.B.A. in Finance and International Business from the University of Chicago. She has also completed postgraduate work at Exeter College, Oxford University. 4 | P a g e EUGENE M. KATZ Wells Fargo & Company Gene Katz is Senior Vice President and Assistant General Counsel of Wells Fargo & Company. Mr. Katz has served as Vice-Chair of the Banking Law Committee of the American Bar Association’s Business Law Section, and presently chairs the Subcommittee on In-House Counsel. He is also a member of the Board of Advisors of the University of North Carolina School of Law’s Center for Banking and Finance. Mr. Katz formerly served as Director of the Litigation Division of the Office of the Comptroller of the Currency and as the Principal Deputy Chief Counsel of the Office of Thrift Supervision. Prior to joining Wachovia, he was a member in the Charlotte, North Carolina office of Womble Carlyle Sandridge & Rice, PLLC, representing and counseling the firm’s institutional and individual clients on a broad range of bank, thrift, and holding company regulatory, enforcement, and compliance matters. Mr. Katz received his B.A. and J.D. degrees from Tulane University. WILLIAM F. KROENER, III Sullivan & Cromwell, LLP William Kroener is a partner at Sullivan & Cromwell. His practice focuses on the supervision and regulation of banks and other regulated financial institutions and their advisers and encompasses domestic and international activities, acquisitions, financings, and other transactions. Prior to joining the firm, Mr. Cromwell served as General Counsel of the FDIC from 1995 to early 2006. Mr. Kroener currently serves as Co-Chair of the American Bar Association Task Force on Financial Markets Regulatory Reform, as a Vice Chair of the Banking Law Committee of the Business Law Section, and is a member of the Executive Council of the Banking Law Committee of the Federal Bar Association, an advisory member of the Financial Institutions Committee of the Business Law Section of the State Bar of California, and a member of the Regulatory Appeals Committee of the Dubai Financial Services Authority. Mr. Kroener is a graduate of Yale University. He also holds an M.B.A. and a J.D. from Stanford University. CHRISTOPHER KUKLA Center for Responsible Lending Chris Kukla is Senior Counsel for Government Affairs at the Center for Responsible Lending (CRL) in Durham, North Carolina. CRL is a nonpartisan, non-profit policy and research affiliate of Self Help, a community development lender that has provided more than $5 billion in financing to homeowners, small businesses, and non- profit organizations nationwide. Mr. Kukla has been with CRL since 2002, and is primarily responsible for representing CRL in the North Carolina General Assembly. Mr. Kukla also works with lawmakers and advocates in other states on consumer lending legislation. Prior to joining the Center, Mr. Kukla worked for several years on Capitol Hill, most recently as Appropriations Associate and Counsel to U.S. Representative Nita M. Lowey of New York. Mr. Kukla received a B.A. in Political Science from Alma College and a J.D. from the University of Notre Dame Law School. DONALD C. LAMPE Womble Carlyle Sandridge & Rice LLP Don Lampe is a partner at Womble Carlyle Sandridge & Rice, LLP. He leads the firm’s Regulatory Compliance and Consumer Credit Practice Team within the Capital Markets Practice Group from the firm’s Charlotte office. He co-heads the firm’s Economic Stability and Solutions Team. Mr. Lampe maintains a national and Southeast-regional practice representing banks, thrifts, finance companies, insurance companies, and other financial service providers (including 5 | P a g e major secondary market participants) in complex consumer financial services and banking regulatory matters. His experience includes compliance, regulatory, litigation, legislative, corporate and contract-related engagements involving TILA, RESPA, FDCPA, FCRA/FACTA, HERA, ECOA, HMDA and fair lending, GLBA, government lending programs (including VA, FHA and USDA), and state consumer credit laws. He has significant experience in government enforcement actions, serving as counsel to industry respondents in actions brought by state and federal regulators. Mr. Lampe is experienced in matters of federal preemption and the challenges to financial services providers posed by the interplay of federal and state laws. He is also a member of the Board of Advisors of the University of North Carolina School of Law’s Center for Banking and Finance. Mr. Lampe is a graduate of the Massachusetts Institute of Technology and Duke University Law School. WILLIAM R. LATHAN Ward and Smith, PA Bill Lathan is a partner at Ward and Smith, PA. His practice encompasses the formation, regulation, and operation of banks and bank holding companies; securities offerings and reporting; mergers and acquisitions; and corporate governance matters pertaining to publicly-held companies. Prior to joining the firm, Mr. Lathan served as vice president and general counsel/corporate secretary for one of North Carolina's multi-bank holding companies. He is also a member of the Board of Advisors of the University of North Carolina School of Law’s Center for Banking and Finance. Mr. Lathan received an A.B. and J.D. from the University of North Carolina at Chapel Hill. KEVIN M. MACMILLAN Bank of America Kevin MacMillan is Assistant General Counsel for Regulatory and Public Policy at Bank of America. In this role he provides legal advice to a variety of business lines relating to regulatory, legislative, and public policy matters. Before assuming his current position, Mr. MacMillan served as the Deputy Assistant Secretary of Treasury for Domestic Finance and Terrorist Financing and Intelligence. In this role he was the principal liaison between Congress and the Treasury Department on banking related matters. Prior to joining Treasury, Mr. MacMillan served as Senior Counsel to the House Financial Services Committee focusing on banking, corporate governance, agency and international issues. Mr. MacMillan holds an LL.M. in banking and securities regulation from the Georgetown University Law Center, a J.D. from Tulane University Law School and a B.A. from Gettysburg College. Mr. MacMillan is a member of the Maryland and Washington, D.C. bars. MICHAEL S. MELBINGER Winston & Strawn LLP Michael Melbinger is lead partner and global head of Winston & Strawn’s employee benefits and executive compensation practice group. Mr. Melbinger works out of the firm’s Chicago office and practices exclusively in the area of executive compensation and employee retirement benefit issues for corporations, boards of directors, partnerships, executives, and fiduciaries. Mr. Melbinger has worked extensively on designing and implementing stock and non-stock based executive compensation and benefit programs for public and private companies (including start-up ventures). He has designed and drafted employment contracts, severance agreements, parachute agreements, and a variety of executive compensation arrangements. He advises boards of directors, compensation committees, and senior executives and legal departments in these matters. Mr. Melbinger received a B.A. from the University of Notre Dame and a J.D. from the University of Illinois. 6 | P a g e MICHAEL C. MILLER FNB United Corporation Mike Miller is the President and CEO of Community ONE and, its holding company, FNB United. Mr. Miller was named Chairman of the bank and the holding company in January 1999. Mr. Miller is active in industry activities, serving a term as the Chairman of the North Carolina Bankers Association and previously serving as Dean of the North Carolina School of Banking. Mr. Miller serves on the American Bankers Association Board of Directors and Government Relations Council and previously served on its Community Bankers Council and the Privacy Task Force on Responsible Use and Protection of Customer Information. He is also a Director of the Charlotte Branch of the Federal Reserve Bank of Richmond. Prior to joining the bank, Mr. Miller was in private law practice. Mr. Miller is the Chairman of the Trustees for the IOLTA Committee of the North Carolina State Bar and Immediate Past Chairman for the North Carolina Center for Public Policy Research, a private, non-profit, non-partisan research organization. Mr. Miller received his undergraduate degree from the University of North Carolina and his M.B.A. and J.D. degrees from Wake Forest University. RAYMOND NATTER Barnett Sivon & Natter, PC Ray Natter is a partner in the Washington, D.C. law firm of Barnett Sivon & Natter, P.C. He specializes in representing financial institutions before the U.S. Congress and federal regulatory agencies. Previously, Mr. Natter served as deputy chief counsel of the Office of the Comptroller of the Currency, where his responsibilities included the development and review of all of that agency’s regulatory undertakings from 1995 through 2004. At the OCC, Mr. Natter also was responsible for the legal department’s securities and corporate practices division, bank structure division, and legislative affairs office. The legal department of the OCC’s New York and Chicago offices reported directly to Mr. Natter. Prior to the OCC, Mr. Natter served as a senior staffer for eight years on the U.S. Senate Committee on Banking, Housing and Urban Affairs, and was the Committee’s Republican chief counsel from 1989 through 1995. Prior to the Senate, Mr. Natter was a senior counsel at the legal department of the Federal Reserve Board in Washington, D.C. Mr. Natter is a graduate of Rensselear Polytechnic Institute and Georgetown University Law Center. In 1979, he was awarded an LL. M. degree from the George Washington University National Law Center. EDWARD P. O’KEEFE Bank of America Corporation Ed O’Keefe is General Counsel of Bank of America Corporation and a member of the bank’s executive management team. Mr. O’Keefe’s previous roles at Bank of America have included Deputy General Counsel and Head of Litigation, Global Compliance & Operational Risk Executive, Senior Privacy Executive, as well as Deputy General Counsel for Support Staff. Mr. O’Keefe is a member of the Board of Advisors of the University of North Carolina School of Law’s Center for Banking and Finance. Mr. O’Keefe joined Bank of America in 2004 from Deutsche Bank, where he was Managing Director responsible for Deutsche’s global staff support legal functions outside Germany. Mr. O’Keefe began his career in private practice before joining Chemical Bank in 1987. Mr. O’Keefe received a B.S. from the University of Rhode Island and a J.D from Fordham University. 7 | P a g e KAREN SHAW PETROU Federal Financial Analytics, Inc. Karen Petrou is Managing Partner of Federal Financial Analytics, Inc. Federal Financial Analytics provides strategic consulting services to a wide range of financial institutions, government agencies, non-bank financial services firms, and vendors to the industry. Ms. Petrou has advised clients regarding controversial acquisitions, walked bank boards through reputational-risk dilemmas, and defined the strategic priorities for a diverse range of financial service firms. Prior to founding one of the Federal Financial Analytics predecessor firms in 1985, Ms. Petrou served as Vice President of Bank of America in its Washington, D.C. office. Ms. Petrou received a B.A. from Wellesley College and an M.A. from University of California—Berkeley. JOE PIGG American Bankers Association Joe Pigg is Vice President/Senior Counsel of the American Bankers Association. With the ABA since 1997, Mr. Pigg serves as legislative counsel on housing, real estate finance, Federal Home Loan Bank System and other governmentsponsored enterprise related issues, as well as on general financial industry related issues. Prior to his tenure at the ABA, Mr. Pigg worked as a legislative representative for Mayor Giuliani of New York City, and as a banking aide to U.S. Representative Doug Bereuter of Nebraska. Mr. Pigg is a graduate of the University of Nebraska and Georgetown University Law Center. PATRICIA A. ROBINSON Federal Reserve Board of Governors Pat Robinson is an Assistant General Counsel in the Legal Division of the Board of Governors of the Federal Reserve System. She manages the Legal Division’s evaluation of merger and acquisition applications subject to Federal Reserve Board review under the Bank Holding Company Act, Bank Merger Act, Change in Control Act, or Federal Reserve Act, and other applications filed under these statutes. She has held this official position since January 2005. Before joining the Federal Reserve Board in 1993, Ms. Robinson was an attorney at Sidley & Austin, in the law firm’s Washington, D.C. office. Ms. Robinson is a graduate of the Georgetown University Law Center. LAURIE S. SCHAFFER Treasury Department Laurie Schaffer is assistant general counsel for banking and finance at the Treasury Department. Ms. Schaffer was vice president and general counsel at Charles Schwab before joining Treasury in April 2008. She advises on Treasury's borrowing authorities, debt issuing activities, financial markets oversight, regulation of the government securities market, and issues affecting the financial services industry. Earlier in her law career, Ms. Schaffer was a senior attorney at the Federal Reserve Board and previously worked on banking issues at the Securities and Exchange Commission and the Department of the Treasury. Ms. Schaffer is a graduate of the American University and Fordham Law School. 8 | P a g e DAVID SMITH House Financial Services Committee David Smith is the Chief Economist of the House Financial Services Committee. Previously he has served as the Director of Public Policy for the AFL-CIO, Commissioner of Business Development and Senior Deputy Budget Director for New York City, a Commissioner of the Medicare Payment Advisory Commission, a senior economist on the staff of the Congressional Joint Economic Committee, a senior advisor to Senator Edward M Kennedy, and taught at the University of Massachusetts and the New School. JOSEPH A. SMITH, JR. North Carolina Commissioner of Banks Joe Smith is the North Carolina Commissioner of Banks, an office he has held since June 2002. As Commissioner, he heads an agency charged with the supervision of banks and thrift institutions having aggregate assets in excess of $200 billion; the licensing and regulation of firms and individuals engaged in mortgage banking and brokerage; and the regulation of a variety of consumer finance enterprises including finance companies, check cashers, money transmitters, and refund anticipation lenders. In addition, Commissioner Smith is Chairman of the Conference of State Bank Supervisors and a member of the Board of Managers of State Regulatory Registry LLC, a limited liability company established to implement a national mortgage licensing system. Prior to his appointment to office, Commissioner Smith was engaged in the practice of securities and banking law. He was for a number of years the general counsel of a North Carolina bank holding company. Commissioner Smith is a graduate of Davidson College and the University of Virginia Law School. JAMES M. STROTHER Wells Fargo & Company Jim Strother is Executive Vice President and General Counsel of Wells Fargo & Company and is responsible for legal affairs and government relations for the company. In June 2001 he was named a deputy general counsel of Wells Fargo & Company, responsible for legal services for all the company's consumer businesses including lending, deposits, retail brokerage services, insurance and information sharing. He served as Executive Vice President, General Counsel and Secretary of Wells Fargo Home Mortgage from 1998 to 2001. Before joining Wells Fargo in 1998, Mr. Strother was Vice President and Assistant General Counsel with Norwest Corporation. He joined Norwest as counsel in 1986 and held that position until 1989 when he became Assistant General Counsel in 1989. Mr. Strother is a graduate of the University of Minnesota where he received both his law and bachelor’s degrees. 9 | P a g e