Human Resources Management

JAMES F. MORGANTEEN

** **** ****** ****

Stamford, Connecticut 06907

**********@*****.***

Home: (203) 322 - 8388 Cell: (203) 912 - 5195

SENIOR TRANSACTIONAL / BUSINESS COUNSEL

Transactional Attorney with expertise and experience in structuring,

negotiating and closing a broad range of unique, innovative and complex

transactions. Senior Manager with a proven record for identifying and

developing talent to provide the client with the highest quality legal

services in the most cost effective and efficient manner. Businessman who

understands and manages customer requirements and expectations to achieve

corporate objectives, generate profits and ensure successful long-term

relationships.

Key Skills: Drafting - Negotiation - Timely and accurate issue analysis -

Problem solving - Clear, concise and effective oral and written

communication - Multi-tasking under firm time constraints - Transaction

structure - Strategic thinking - Litigation and outside counsel management

- Consensus building - Advising cross-functional teams - Counseling board

members and senior management - Building and supervising effective and

efficient teams.

Subject Areas: Commercial and Consumer Payment Products and Solutions -

Equipment Finance - Secured and Unsecured Lending - Project Finance - Tax-

Exempt Financing - M&A - Intellectual Property - Insured Consumer Financial

Products - Third Party Administration - Direct Marketing - Technology - OTC

Derivatives - Bankruptcy - International - Compliance - Litigation

Management - Human Resources.

CAREER HISTORY

MasterCard Worldwide - Business Leader, Counsel (contract) - 2008-2009.

Provided legal counsel to credit, commercial/small business, debit,

prepaid, North American co-branding and North American acquiring groups to

assist company in its product development, execution and delivery. Advised

U.S. communications group in development, preparation and issuance of sales

and marketing materials, website content, internal communications and press

releases.

Warrantech Corporation - Senior Vice President and General Counsel - 1997-

2007. Responsible for the provision of all legal services to the company.

Structured, drafted and negotiated all contracts for company and five

operating subsidiaries. Managed $4 million budget for outside counsel with

respect to litigations and extraordinary transactions. Supervised the human

resources function. Served on Chairman's Committee for business and

strategic planning.

Bankers Trust Company - Vice President - 1995-1997. Drafted and negotiated

OTC derivative transactions for insurance and oil and gas desks. Provided

transaction structure advice directly to traders on the trading floor.

Xerox Corporation - Senior Counsel - 1986-1994. Responsible for the

provision of all legal services to Xerox Credit Corporation, a wholly-owned

subsidiary. Structured, drafted and negotiated all transactions for

Leveraged Leasing unit. Served on President's Council for business and

strategic planning. Managed $2 million budget and six member team.

Morgan, Lewis & Bockius - Associate - 1981-1986. Member of Business &

Finance Section. Practice emphasis on equipment leasing, project finance

and tax-exempt financing. Member of Hiring Committee.

EDUCATION

JD (With High Honors) - New York Law School - Editor-in-Chief, New York Law

School Law Review, Alfred Gross Scholar

BA, Mathematics (With Honors) - Marist College

Admitted to the Bar of the State of New York

SELECTED ACCOMPLISHMENTS

< Drafted initial agreement pursuant to which a non-financial

institution would be permitted to act as the direct issuer

of prepaid consumer cards on a global basis for the first

time in company history.

< Managed successful defense of $16 million lawsuit brought

by major international insurer, obtaining a substantial

payment and attorney's fees from plaintiff while securing

future business opportunities.

< Merged eight equipment pools with an aggregate equipment

value of $800 million into one master equipment trust.

Resolved client's ongoing cross-default problems and

avoided threatened debt acceleration. Provided lenders with

an improved rate of return and an enhanced collateral

position.

< Structured, negotiated and implemented multi-party

agreement providing for the payment of consumer claims in

excess of $30 million following declared insolvency of

Reliance Insurance Company, the underwriter of certain

service contract programs.

< Oversaw the establishment of subsidiary offices in England,

Canada, Chile, Colombia and Peru and provided day-to-day

operational support in all areas including regulatory

compliance, litigation and human resources.

< Developed standardized documentation in conjunction with an

employee training program which significantly reduced the

time required to bring a new customer on-line, increased

operational efficiency and reduced transactional

expenditures for outside counsel by approximately 40%.

< Negotiated program for reconditioning and re-deploying

commercial aircraft returned in liquidation. Lenders

enjoyed a resumption of debt service payments and

restoration of aged, poorly maintained collateral. Client

preserved potential for residual recovery and received

positive cash flow.

< Restructured and re-staffed existing legal department.

Instituted "Leadership Through Quality" program and

management by objective based on negotiated customer

requirements. Increased efficiency and employee

satisfaction enabled department to effectively handle a 40%

increase in transaction volume with no increase in staff

and minimal increase in outside counsel expenditures.

< Structured and negotiated $70 million acquisition of a

family owned manufacturing company. Preserved a significant

family ownership interest, secured long-term commitment of

core management team and provided equity infusion needed

for capital improvements and research and development.

< Managed defense of a $35 million lender liability claim in

federal court in Texas. Obtained a favorable verdict and

recovered $1 million in attorney's fees.

Acted as bond counsel for regional $200 million cogeneration and resource

recovery facility. Negotiated complex operating agreements with over 30

municipalities and several large utilities.

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