Sales Management

Confidential User

Email: *********@********.***

Address: Address Withheld

City: East Falmouth

State: MA

Zip: 02536

Country: USA

Phone: 774-***-****

Skill Level: Director

Salary Range: > $250,000

Willing to Relocate

Primary Skills/Experience:

See Resume

Educational Background:

See Resume

Job History / Details:

Timothy O. Naughton

49 Red Brook Road

East Falmouth, Massachusetts 02536

443-***-**** (cell); 774-***-**** (home) * **********@*****.***

Objective: Seeking corporate legal department opportunity, offering legal and operational guidance to senior management, based on extensive financial services industry problem solving and program building experience.

Bank Regulatory and Marketing Attorney; e-Profile: Thirty+ year banking lawyer guiding management, supporting systems, supply chain, deposit and loan programs, resolving complex matters and conflicts, overseeing vendor contracting and request for proposal process, due diligence oversight, and providing expertise and strategic direction for growing financial institution. See: LinkedIn.

Education: University of Baltimore School of Law, J.D., 1985

Georgetown University, B.S., Bus. Administration, 1979

Experience: Career Accomplishments (below) illustrate a broad range of real issues in banking and consumer finance requiring experienced, discerning counsel.

* Owner, Consulting Advisory Services (June 2009 to present): Providing advice and counsel to financial institutions concerning vendor management, partner and channel cultivation, regulatory compliance, marketing, ongoing operations and expansion of lending programs, and acquisition from the FDIC of branch locations and loans owned by troubled financial institutions. Recent financial institution clients:

* American Express (legal advice, operational guidance for nonbank-managed credit card programs on behalf of federal savings bank, January 2010 to October, 2012);

* Sallie Mae (legal advice, operational and deal negotiation guidance concerning affinity marketing and co-brand relationships, portfolio purchases and sales, June 2010 to January 2012);

* Partner, Hudson Cook, LLP (May 2006 to May 2009): Guided bank and non-bank institutions addressing operational and compliance matters that affect their ability to compete, in mortgage finance and consumer finance arenas. Developed successful lending programs, some in partnership with other financial institutions.

* EVP & Managing Counsel, MBNA America (1994 to 2006): Counseled Credit, Sales Finance, Aircraft, Mortgage, Mortgage Operations, Commercial Practice, Insurance Premium & Vehicle Finance, Telemarketing, Collections, Workout, Systems Oversight, Portfolio & Corporate Acquisition activities, including support of substantial affinity and financial institutions programs. Hired and supervised lawyers in Delaware, Missouri & Ohio.

* SVP & Dep. General Counsel, Maryland National Bank (1982 to 1994): Directed transaction-related legal services (incl. commercial, real estate, consumer credit, deposit, regulatory), branch network support, and litigation oversight (incl. lender liability & state attorney general investigations). Supported MBNA founders through formation, operation & spin off. Hired and supervised lawyers in D.C. & Maryland; advised lawyers supporting MBNA America Bank, N.A.

Specialties: Bad Bank, Bank Affiliates, Bank Charters, Bank Holding Companies, Bank Powers, Bank Regulation, CCPA, CFPB, Compliance, Consumer Finance, Copyright, Credit Advertising, Credit Card, Dodd Frank, Due Diligence, ECOA, E-SIGN, Fair Lending, FCRA, Instant Decisioning, Licensing, Litigation Management, Loan Origination, Marketing, Negotiation, OCC, Patent, Portfolio Acquisition, Re-Pricing, RESPA, Search Engine Marketing (SEM), Telemarketing, TILA, Trademark, UDAAP, Vendor Contracts, and Web-linking.

CAREER ACCOMPLISHMENTS (by category):

Corporate Acquisitions; Portfolio Acquisitions and Sales:

* Directed legal due diligence team for successful acquisition of highly automated, nonbank mortgage loan origination business (Nester Financial Corporation) by national bank. (MBNA Delaware)

* Directed due diligence effort by two affiliated national banks (American Security Bank, N.A. and Maryland National Bank) to form new national bank in liquidation, or -bad bank,- hosted teams of lawyers reviewing loan-related documents and accountants preparing cash flow opinion, established physical site data room for troubled real estate assets, assuring site could store and manage loan files safely. Addressed SEC concerns with Investment Company Act exemptions.

* Negotiated numerous portfolio acquisition and business line purchase and sale transactions with major U.S. banks for MBNA`s acquisition of consumer loans, consumer lines of credit, and consumer mortgage loans. Assured proper integration of businesses into the bank.

* Assembled and directed MBNA legal due diligence team for acquisition of $4 billion/year insurance premium finance company with U.S. and international operations. Transaction failed over price.

Lending Operations; Loan Origination Channel Support:

* Directed consideration of best charter approach for a conduct of secured lending operations, addressed issues concerning finance company operation and state bank operation, and established second national bank charter for the operation of MBNA Delaware.

* Led legal support of interdisciplinary team introducing delivery of commercial loan documentation for federally chartered institution lending in four states by two banks over an integrated mainframe-based platform. The system tied calling officer sales, credit approval, credit approval tracking and loan documentation and record retention in a streamlined process. After merger, NationsBank chose to discontinue the system, which later was acquired by the consulting arm of Arthur Andersen & Co. (ASB & MNB)

* Developed superior in-house legal support for contract negotiation and drafting for new point-of-sale sales finance origination channel which grew to $10 billion MBNA business involving partners such as Compaq, Ethan Allen, Gateway Computers, IBM, People PC, Princess Cruises, The American Society of Plastic Surgeons, and TLC Laser Vision Centers. Advised on proper collection of consumer information and processing of consumer credit application flows, offering of sales finance programs for retail partners in compliance with the Truth-in-Lending Act, the Equal Credit Opportunity Act, the Fair Credit Reporting Act and pertinent consumer credit regulations. Assured proper advisory support in areas of Telemarketing, Collections, Advertising; E-SIGN; Re-pricing; UDAP; Web-linking; Instant Decision; Health Information Privacy; and Credit Risk Management.

Compliance, Legal Risk Oversight and Law Enforcement Interaction:

* Guided affiliated national banks through resolution of threatened U.S. Comptroller of the Currency (-OCC-) referral to U.S. Dept. of Justice for potential Equal Credit Opportunity Act pattern and practice violation arising from operational concerns over the banks` engagement of an outside consultant to conduct mystery shopping audit of branch network, and the banks` subsequent management of the study and the test results. (ASB & MNB)

* Intervened to assure prompt termination of disputed Maine state regulator oversight authority over business (Nester Financial Corporation) upon becoming national bank op sub. (MBNA Delaware)

* Led cooperative efforts with federal and state law enforcement authorities investigating Nigerian fraud ring (infiltration of mailroom staff of national bank), and small-time Ponzi scheme. (MNB)

* Identified material risks and counseled national bank concerning re-pricing open-end consumer credit portfolio. (MBNA)

* Counseled senior bank officers on alleged violations by an out-of-state office (in Virginia) of applicable OCC loan production office guidance. (MNB)

* Provided legal and strategic guidance for national bank`s extensive investigation and response to Bank Secrecy Act compliance investigation by U.S. Dept. of the Treasury. (MNB)

Litigation and Dispute Resolution:

* Successfully negotiated put back by national bank (MBNA Delaware), to nonbank originator of large mortgage loan portfolio for violation of mortgage loan purchase and sale agreement representations and warranties concerning absence of high cost mortgage loans.

* Helped MBNA`s consumer finance lending group to maintain long-term contractual sales finance relationship with then-current dominant player in personal computer market despite partner attempts to terminate or modify the relationship.

* Managed national bank`s successful multi-year defense of $210 million lender liability claim (Waller et al. (Earthtech) v. Maryland National Bank).

* Avoided material expense and assured no losses in usury claim against American Security Bank by guiding dispute through non-binding mediation. Spurious usury claims were made by individual guarantors of a loan to fund payment of a damages claim by a former shareholder, who won judgment against other shareholders (including the guarantors), who had taken the company public.

* Successfully negotiated settlements of two trademark disputes over branding of credit product (CheckMate), and use of alleged confusingly similar company names (MBNA America, N.A. versus Mercedes Benz of North America, as proper user of -MBNA-).

* Assured satisfactory resolution of Attorneys General investigations of Maryland National Bank regarding activities in Pennsylvania and Texas, respectively, involving alleged unfair and deceptive acts and practices and alleged federal Consumer Leasing Act violations.

* Led national bank`s efforts to resolve dispute quickly over binding nature of Maryland National loan commitment to build commercial ski facility in Pennsylvania (WhiteTail). Successfully avoided additional ski season`s damages by pursuing prompt litigation outcome.

Innovation:

* Negotiated and drafted pioneering agreement between national bank and Maryland Alliance for Responsible Investment (-MARI-), a coalition of citizen and community groups with varying interests, for the bank to make innovative, profitable loans and for the bank to provide other community support targeted to benefit MARI coalition members. (MNB)

* Advised national bank on permissibility of renting excess check processing capacity and serving as beta site and development partner check optical scan technology. Negotiated excess capacity rental agreement with Citibank Maryland, N.A., and technology development agreement with Westinghouse. (MNB)

Advocacy:

* Led successful efforts to discourage final Federal Reserve Board action on a proposed Regulation Z amendment, harmful to sales finance program. Also successfully discouraged Maryland state delegate from seeking Maryland law amendment constraining banks` management of credit card accounts in reliance on the directions of parties to such accounts, as courtesy to Maryland Bankers Association. (MBNA)

* Criticized proposed changes to currency transactions reporting (-CTR-) thresholds from $10,000 to $3,000, in light of cost to industry and then current backlog recording CTR volume at existing $10,000 level. (MNB)

* Supported internal & external lobbyists (Smith Free Group) in extensive but unsuccessful campaign to amend Real Estate Settlement Procedures Act to permit affinity-based loan referral payments. (MBNA)

Education:

* Established commercial lender brown bag lunch series to encourage dialogue about -loan doc- issues for two affiliated regional national banks. (ASB & MNB) Reduced cumbersome Commercial Loan Documentation Manual for regional national bank to understandable, user-friendly form. (MNB)

* Led member effort for American Bankers Association to develop Bank Counsel Committee, where common interests, frustrations and issues of in-house counsel could be addressed.

Private Practice:

* Supported business needs and performed or directed associated legal research for clients such as AIG Federal Savings Bank, Bank of America, Capital One, CarMax, C.I.T., Credit One Financial, Countrywide, Goldman Sachs, HSBC, Lending Tree, Sallie Mae (SLM Corporation), Swift Financial Corporation, Talbots National Bank, TGM Associates, L.P., UBS, Wachovia, Wells Fargo.

Professional Memberships:

Maryland Bar Association: Past chair and member, Consumer Credit Committee.

American Bar Association: Business Law Section; Consumer Financial Services Committee

American Bankers Assn: Founder, past chair, Bank Counsel Committee;

Member, Compliance Committee.

Speeches and Publications:

* Panelist: -Compliance & Acquisitions,- American Bankers Assn Conference, June 2009.

* Panelist: -Truth-in-Lending Act Developments,- Hudson Cook Client Workshop May 2009.

* Moderator: -A.G. & Regulator Enforcement,- Hudson Cook Client Workshop May 2007.

* Co-Editor: CARLAW(R) F&I Legal Desk Book-Answer Book for F&I Professionals. Dec. 2006.

* Lecturer and Conference Director for Maryland Bar Assn, Maryland Bankers Assn, American Bankers Assn, National Assn of Criminal Defense Lawyers.

Community Involvement:

* Volunteer/Leadership positions (1982 to present) include Cathedral of Mary Our Queen; Georgetown Board of Governors; Georgetown Club of MD; Georgetown Chimes, fraternal musical group; and Chesapeake & Sandtown Habitats for Humanity.

* Georgetown University William Gaston Award for Outstanding Service, 2008.

* Cathedral of Mary Our Queen, Youth Volunteer of the Year Award, 2004.

Additional References Available

Comments About Tim Naughton:

1. -Tim is the most reliable, trustworthy creative lawyer I have ever worked with in almost 40 years of banking. His knowledge of banking law and contracts is based on real business deals worth real money. I would recommend him to any firm. They would be lucky to have him.-

Bill Kroll, EVP, American Bankers Assn & President, ABA Business Solutions, Inc.

2. -Since meeting Tim in 1977, I have had an opportunity to work with him even before he was an attorney and later when he began his practice of law at Maryland National Bank in a department I supervised. Subsequently, when we both joined MBNA, he supported my representation of MBNA before Congress and the federal regulatory agencies, anticipating the effects of legislative and regulatory proposals on our operations. Tim's analyses of proposed statutes and regulations demonstrated vision and a thorough understanding of the complex interactions of existing and proposed laws and regulations with our diverse business operations. His advice accordingly also was responsible for facilitating compliance more quickly and efficiently when these laws and regulations came into effect.

-Tim is a problem solver. If I knew he had undertaken a project, or tackled a problem, I`d take it off my screen. His analytical abilities were unparalleled, his work ethic truly impressive. The combination of these attributes meant his assignments were completed correctly and on time every time. It was also helpful that his clients liked and respected him. I would recommend Tim Naughton's legal abilities without qualification. He would be a truly valuable asset to any firm.-

Joe Crouse, former SEVP & Chief Legislative Counsel, MBNA America Bank, N.A., former Maryland Bank Commissioner, federal financial regulator, and general counsel at two regional banking companies, w/ a career in banking and financial services law extending over thirty years.

3. -I worked with Tim at MBNA America. Tim is a very pragmatic lawyer, who can identify, negotiate and address all the issues associated with financial transactions, products and services. I learned a lot working with Tim, not only legal concepts, but how to understand and respond effectively to both our business folks and the folks across the table, how to keep the end goal in sight and not get bogged down in irrelevant issues, and how to draft an agreement that provides the best possible outcomes for your client. What I most admired about Tim, however, was that he was unafraid to stand up for things he felt were right. He was a champion for his direct reports, protecting them and making sure that they advanced in an environment where that kind of loyalty was sparse, often at detriment to his own career. You would be lucky to have Tim on your side or at your firm.-

Andrew Baum, Senior Vice President and Assistant General Counsel, Bank of America

4. -At MBNA, Tim was EVP and Managing Counsel, reporting to me from 1994 to 2005. At Maryland National Bank, Tim was SVP and Deputy General Counsel, reporting to me from 1985 to 1994.

-At MBNA, Tim directed ten lawyers & paralegals supporting MBNA's mortgage, sales finance, auto, aircraft & commercial practice finance lending (open- & closed-end, secured & unsecured). and non-card open-end lending activities At Maryland National, Tim managed a staff of ten, providing transaction-related legal services (commercial & consumer credit, deposit, letters of credit). He also oversaw related litigation (lender liability; state a. g. investigations), and monitored proposed federal & state legislation & regulation, and he supported the American Security transition and our Fed-assisted acquisition of Virginia Federal Savings Bank. Tim`s client base in both companies respected him greatly and deeply appreciated his business-oriented approach to addressing the complex regulatory issues and the thornier aspects of deals in the works. Tim was a very effective mentor & manager of his staff and his senior & executive level clients, as well as a very creative lawyer. I`d recommend him strongly for any position for which you consider him. He will not disappoint you.-

Dave Hirt, former SEVP & Deputy General Counsel, MBNA America Bank, N.A. & former EVP & General Counsel, Maryland National Bank

5. -Organizationally, I always preached that there were only three requirements to become a direct report in my organization. First, you had to be smarter than me ... an easy hurdle for almost anyone to jump over. Second, in my judgment, you had to be a candidate to replace me. Essentially, you needed to demonstrate that you were capable of taking the initiatives I pushed forward to a new and better level. Finally, you needed to have the courage to tell me when I was off-base with a direction I was headed. Most struggled with that qualification. And, while Tim didn't report directly to me, he possessed all three qualifications ... and I got to the point where I relied on him daily. When I arrived at the newly formed entity called MBNA, it was merely a department in a mid to large regional bank, Maryland National. I didn't leave my former employer, an internationally recognized financial institution to join a small sleepy company. MBNA`s growth prospects were significant. Shortly after I arrived in `85, a young lawyer named Tim Naughton transferred from the parent to this entity. He was assigned to Credit and Collection - my areas. As an experienced and relatively successful executive, I tended to be dismissive of attorneys and compliance officers who, all too often found a convenient way to say "no."

What became readily apparent and quickly was not just his intellect and knowledge of the law; he was and wanted to be an entrenched partner in the business. Tim had operational experience prior to pursuing his law degree. As our company grew rapidly and successfully, I found myself relying more and more on the expertise and wisdom of this truly fine attorney and business partner. More than any other quality, Tim possesses integrity, exceptionally good judgment and loyalty to the company he works for and believes in.

Jack Hewes, Vice Chairman and Division Head (Retired), MBNA America, and

SEVP and Chief Lending Officer (Retired), Sallie Mae

6. -Tim and I were assigned a complicated project involving automation of commercial and consumer loan documents governed by laws of either MD, DC, VA or PA, for a bank lender in either VA, DC or MD. The mapping was complicated, deadlines were insurmountable, but working together (and Tim can truly work w/ any personality type), we met all the deliverables with an impeccable work product later acquired by Accenture (the former Andersen Consulting). If I could work w/ Tim again in any capacity, I would jump for joy. He is a fine Attorney and a true Gentleman.-

From a Senior Banking Operations Officer and long-time Colleague in Baltimore

7. -I was General Counsel of several financial institutions in the Mid-Atlantic, and knew Tim Naughton first as a fellow industry Senior Counsel. Later, after mergers, I joined MBNA as Senior Counsel and worked directly for Tim. I later was appointed and served as Commissioner of Financial Regulation for the State of Maryland. I`ve never known an attorney more knowledgeable, well-grounded and a team player. He got the best from his subordinates, & the Bank was far better for having Tim as one of their leading attorneys. Prospective employers who wish to discuss, my cell: 443-***-****.

Charles Turnbaugh, Managing Director, Cadwyn Point Partners, LLC, registered broker dealer and member, SIPC

8. -As a member of Tim`s team at MBNA for over five years, I witnessed firsthand Tim`s exemplary legal judgment, management skills, and interaction with different business areas. In a field where most questions involve varying shades of grey, Tim is tremendous at evaluating the issues and risks and coming up with concrete, proactive, and practical advice and solutions. With today`s unprecedented scrutiny of the consumer finance industry, and the regulators` increased focus on practices that are `unfair, deceptive or abusive,` such a talent is needed as never before.-

Joseph E. (Jed) Mayk, Esquire, Member, Stevens & Lee PC (PA & NY, NJ, DE, SC)

9. -Subject: Hall of fame - Tim, based on the # of times you knocked it out of the park you should be in the legal hall of fame. Seriously, over the 25+ years we have worked together, at MNC, MBNA, Sallie Mae and during your time as Partner at Hudson Cook, you have contributed not only solid legal advice based on long years of experience, but more importantly, business and tactical strategy. At MBNA, I led the effort to acquire non-card businesses & portfolios. We worked together on scores of deals with great success. We negotiated buyer-favorable deals, willing to walk when our diligence efforts found reasons to be wary and, with your firm hand over the legal negotiations, we always built in strong legal protections. We shared the view that giving a bit on financial terms in exchange for strong reps, warranties and indemnification was a wise trade off. We also effectively structured deals using earn-out type provisions that minimized our fixed price and played to sellers` optimism about the quality and future performance of their portfolios or businesses. This served us well on several occasions, as we were able to weather economic disruptions. More recently, as my partners and I invested in a new consumer finance business, you were the Hudson Cook partner we sought out. With your leadership, Hudson Cook attorneys helped us structure a relationship w/ a federal thrift that stood up well to regulatory oversight. We put in place an appropriate licensing and compliance management system to allow us to grow rapidly and in a controlled manner. As we grew, you suggested candidates for in-house counsel and worked effectively with them, saving our new company legal fees. While this may have cost you billings in short run, it solidified a long-term relationship w/ Hudson Cook. Your advice and counsel in all phases of a deal was invaluable, and you were always the first person I reached out to in the formative stages of a deal. Tim, I wish you the greatest success in your future endeavors and look forward to working with you again. Best Regards,

Paul Thome, President & Chief Executive Officer, Sallie Mae Bank, 801-***-****.

10. See attached.

October 17, 2012

To Whom It May Concern

Re: Timothy O. Naughton

Dear Sir/Madam:

I am an Assistant General Counsel and Senior Vice President for the Bank of America Legal Department. I have 33 years of legal experience for 6 different financial institutions. I have known Tim Naughton for 20 years - initially as a colleague at Maryland National Bank in 1990-91 and as a legal teammate at MBNA America Bank, N.A. for over 7 years (1998-2007). I reported to Tim in the Consumer Lending and Finance group in MBNA's Legal Department and had ample opportunity to observe Tim's legal work and management abilities.

Tim has a broad range of banking and legal knowledge. He has both consumer and commercial legal experience, primarily in lending. When we worked together at MBNA, his responsibilities covered mortgage lending, credit card lending, sales finance, portfolio sales and acquisition, licensing and bank charters, regulator interactions, litigation support, and numerous transactions. He managed a group of five lawyers and several paralegals. Tim was highly regarded by our business clients not only for his deep legal insight, but also for his business acumen. Many of the dealmakers at MBNA talked to Tim first before launching ideas on the business side. He was especially skilled at planning and executing due diligence activities on companies and portfolios that MBNA sought to acquire.

In addition to his transactional skills, Tim was equally at home in spotting and analyzing complex regulatory issues across the spectrum of consumer and banking regulations - Truth in Lending, Equal Credit Opportunity, Fair Credit Reporting, UDAP, Fair Lending, RESPA, E-SIGN, and others. Tim also advised on complex interstate issues and bank chartering issues. He helped guide the bank's mortgage subsidiary through its several transformations from non-bank to state bank to national bank. Tim analyzed and wrote comment letters on new or proposed legislation, ably advocating for workable improvements. Management often called upon Tim to also advise & to prepare attorneys, business managers, & compliance partners for bank examinations, as well as communications with regulators.

Tim excelled as a manager. He had a mix of senior people and junior people in his group, but he knew how to hold the reins loosely on his senior people and give time and oversight to his junior people. He was generous with his time and always had an open door. He would help anyone in the company who asked his advice. Tim was, and is, scrupulously honest, diligent, hard working, productive, fair, and courageous. He was a mentor to many, including me, and one of the main reasons that the MBNA Legal Department was a great place to work. Any Legal Department would be fortunate to have a person of his depth and qualities.

Respectfully,

s/

Michael. G. Novak, Assistant General Counsel and Senior Vice President

Bank of America, Legal Department

100 South Charles Street, 4th Floor

Baltimore, Maryland 21201

410-***-****; *******.*****@*************.***

Bank Regulation, CCPA, CFPB, Compliance, Consumer Finance, Copyright, Credit Advertising, Credit Card, Dodd Frank, Due Diligence

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