Life Insurance Human Resources

RONALD J. COOKE

** ******** ******? Oak Park, CA 91377 ? 818-***-**** ? cell: 818-***-****

? *********@***.***

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PRACTICE AREAS

PROFILE:

ERISA/Employee Benefits Executive Compensation Employment

Traditional Labor Law

EXPERIENCE

EXPERIENCE:

Nossaman LLP, Los Angeles, California

9/08-present

Of Counsel 1/25/11-present

Partner (non-equity/income) 9/08-1/3/11

Responsibilities have included expansion of the firm's capabilities into

the areas of ERISA, employee benefits, executive compensation and

traditional labor law and adding experience to labor and employment

practice, in particular:

. Advising employers on all aspects of ERISA, Internal Revenue Code and

regulatory compliance, fiduciary responsibility and participant

disputes relative to pension plans, 401(k) plans, 403(b) annuities,

health and welfare plans, separation pay, section 125, disability and

life insurance programs.

. Advising employers in connection with the requirements of the Patient

Protection and Affordable Care Act, HIPAA, COBRA, Medicare Part D and

CHIPRA, preparation of required plan documents, summary plan

descriptions and required notices.

. Advising employers relative to 401(k) and pension plan administration,

including plan terminations and correction of errors.

. Preparing, negotiating and reviewing executive employment and

severance agreements and preparing, reviewing and assisting in the

administration of non-qualified plans with particular attention to

Internal Revenue Code Section 409A compliance.

. Preparing, reviewing and advising employers concerning stock option

and other equity and rewards programs (including SARs and phantom

stock arrangements).

. Advising employers regarding all aspects of federal and state labor

and employment laws, including discrimination (including sexual

harassment and accommodation of disabilities), FMLA and WARN Act.

. Advising employers regarding wage and hour issues, particularly

exempt/nonexempt status, meal periods, rest periods, vacation pay,

commissions and applicable penalties.

. Preparing, reviewing and revising employee handbooks, personnel

policies and procedures, and all varieties of employment agreements,

including employment contracts, confidentiality agreements,

compensation, commission and bonus programs and arbitration/mediation

agreements.

. Evaluating hiring, termination and discipline decisions, and employee

appraisal policies.

Countrywide Home Loans, Inc., Calabasas, California

2004-2008

First Vice President/Senior Counsel

Recruited to assume responsibility for company's ERISA-covered benefit

plans covering approximately 50,000 employees and provide experienced

support to the employment group; responsibilities evolved to include

nonqualified plans, equity plans and executive compensation.

. Responsible for all aspects of legal compliance, administration and

operation of Company's ERISA-covered pension and welfare benefit plans.

. Preparation of plan documents, amendments, summary plan descriptions,

notices and other communications and documents as required by law and

business considerations.

. Developed, designed and led implementation project to insure compliance

with Internal Revenue Code section 409A, including the identification,

inventory, review and revision of covered arrangements.

. Advised and consulted on plan governance issues-created Administrative

Committee and Investment Committee charters and designed and conducted

employee benefit plan legal compliance audits. Advised Administrative and

Investment Committees regarding fiduciary and other legal requirements.

. Responsible, in conjunction with corporate procurement, for the drafting

and negotiating benefit plan service provider agreements.

. Advised and consulted on all aspects of qualified retirement plans,

nonqualified deferred compensation plans and employee health and welfare

benefit plans.

. Defense of and advice regarding discrimination, wrongful termination,

wage and hour, cease and desist and other employment-related claims.

. Preparation, review and revision of offer letters, severance agreements

and incentive compensation arrangements.

Bingham McCutchen, LLP, Los Angeles, California

2000-2004

Counsel

Developed an employee benefits practice and added depth to the firm's labor

and employment practice.

. Created, reviewed and revised employee benefit plan documents and advised

employers, plan fiduciaries and service providers relative to the

administration, operation, and design of various benefit, compensation

and reward programs, including pension and 401(k) plans, "cash balance"

plans, ESOPs, health and welfare arrangements, life insurance plans,

severance programs, "parachute" arrangements, early retirement "window"

programs, and "cafeteria" plans.

. Represented employers before the Internal Revenue Service and Department

of Labor concerning determination letter applications, DOL

and IRS voluntary compliance procedures and audits.

. Represented employers, employee benefit plans, and plan fiduciaries in

participant claims of wrongful denial of plan benefits, breach of

fiduciary obligation and other ERISA claims, including pension plan

termination and withdrawal liability issues.

. Advised buyers and sellers in corporate transactions including mergers,

asset sales, joint ventures, financing documents and employee leasing

arrangements regarding labor, employment and benefits issues.

. Defended in litigation and advised clients in claims and compliance

issues relative to wrongful termination, discrimination, including

harassment and retaliation claims, non-compete and confidentiality

obligations, wage and hour regulation, employment-related torts, plant

closing laws and other employment law based claims and regulatory

compliance.

. Developed and enhanced preventive personnel policies, handbooks, and

personnel handbooks. Assisted clients in risk analysis of employee

claims and disputes.

. Representation of employers in grievance arbitration, collective

bargaining and NLRB proceedings and advice concerning employer rights

and liabilities under collective bargaining agreements, federal labor

laws and employee benefit plan trust documents.

Littler Mendelson, Los Angeles, California

1986-2000

Shareholder

Practice focused on employment litigation, advice and counsel; also

responsible for ERISA litigation and transactional work.

. Responsible for a large volume of labor and employment litigation in

state and federal courts and in state and federal administrative agencies

(including the EEOC, the California Department of Fair Employment and

Housing, the Internal Revenue Service, the Department of Labor, the

National Labor Relations Board and the California Labor Commissioner) and

for ERISA litigation (benefit claims, fiduciary liability issues, trust

fund collection actions and withdrawal liability proceedings).

. Prepared, reviewed and revised personnel policies, handbooks and

procedures.

. Advised clients in a wide range of labor, employment and employee

benefits claims and compliance issues

. Represented employers in tax qualification applications and assisted

clients in the preparation, revision, review, design and

administration of employee benefit plans.

Gilbert, Cooke & Sackman (Now Gilbert & Sackman) Beverly Hills, California

1973-1986

Shareholder

Traditional labor law practice representing unions and collectively

bargained trust funds.

PUBLICATIONS/ACADEMIC

ERISA Practice and Procedure, Thomson/West, 2nd Edition, 1996--A two volume

treatise for practicing attorneys on ERISA, prepare annual supplements and

replacement chapters. The book has been cited as authority in district and

circuit court opinions and in briefs of counsel.

Frequent speaker and author on numerous employee benefits/labor and

employment law topics, including:

. "Loosening COBRA's Financial Squeeze," Los Angeles Daily Journal, May 21,

2009.

. Nossaman E-Alert, "New Disclosure Requirements for Pension Plan Service

Providers," August 16, 2010.

. Nossaman E-Alert, "FTC Red Flags Rule Postponed Again; Limited by

Congress and the Courts," November 24, 2009.

. Co-Author, Nossaman E-Alert, "Be Prepared To Comply With the Genetic

Information Nondiscrimination Act - Effective Saturday," November 19,

2009.

. Nossaman E-Brief, "Posting of Stationary Banner To Publicize a Labor

Dispute is Not Unlawful Under Federal Labor Law," September 21, 2010.

. Nossaman E-Brief, "Electronic Signature and Storage of I-9 Forms Now

Permitted," August 26, 2010.

Served as an Adjunct Professor of Law, Pepperdine University School of Law,

"Pension and Profit Sharing Plans," an introduction to ERISA and other

employee benefit plan regulation.

EDUCATION

Villanova University School of Law, Villanova, Pennsylvania

J.D. 1972

University of California, Los Angeles, Los Angeles, California

A.B. 1969

Major: Political Science

AFFILIATIONS AND BAR MEMBERSHIPS

President, Western Pension & Benefits Conference, Los Angeles chapter.

Founder and co-chair, Thousand Oaks/Westlake Village Regional Chamber of

Commerce Human Resources Council.

Member of California Bar, admitted before the Central, Eastern and Southern

California federal district courts and the Ninth Circuit Court of Appeals.

Member of American Bar Association, Los Angeles County Bar Association.

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