BRET S. DERMAN, J.D.

Brooklyn, NY *****

Miami Beach, FL 33140

acvzlr@r.postjobfree.com

Phone: 718-***-****

LinkedIn.com/in/bsderman

GENERAL COUNSEL / SENIOR CORPORATE COUNSEL

Senior Officer, Corporate Secretary and director for regulated financial institution and significant subsidiaries of

public companies for 18 years, providing leadership and guidance to C-Level executives, senior management and

boards of directors on a broad array of derivative, structured finance, financial solutions, corporate, corporate

secretarial, corporate governance, compliance and risk management matters. Well-rounded commercial lawyer

with extensive experience in contract drafting and the review and negotiation of complex, multifaceted

transactions. Innovator with strong background in M&A, joint ventures, leveraged buyouts, and corporate finance.

Corporate Law Corporate Governance Mergers &Acquisitions Derivatives Structured Finance

Loss Mitigation and Workouts New Product Development Financial Solutions

Financial Guaranty Reinsurance Securities and Capital Markets

CORPORATE LAW

Organized and chaired Board of Directors and Board committee meetings,

Member of the Board of Directors for a NYS Department of Financial Services regulated financial institution.

Managed internal and external legal resources, reducing costs by 25%.

Implemented corporate reorganizations to preserve capital and streamline organization.

Led legal team on purchase and profitable sale of licensed insurance company.

Managed internal and external legal teams on sale of public company and licensed insurance companies.

Coordinated and drafted SEC and regulatory disclosure for licensed financial institution.

Worked on a variety of other corporate transactions, including leveraged buyouts, initial public offerings of

real estate investment trusts and other companies

Organized and provided general corporate assistance for public and privately held companies.

M&A / JOINT VENTURES / DIVESTITURES

Provided merger and acquisition assistance to Radian Asset Assurance and its affiliates, including the sale of

the company and affiliates in 2001 and 2015.

Instrumental in diversification and consolidation strategies involving approximately 20 entities, including the

eventual divestiture or dissolution of insurance and non-insurance subsidiaries and affiliates.

Wound down and dissolved international and domestic subsidiaries.

Liaised with mortgage insurer on joint projects and negotiated documentation for, including prime and

subprime RMBS, scratch and dent and other non-conforming mortgage and NIM transactions.

Created documentation for ventures on receivables, structured settlement and distressed credit joint ventures.

STRUCTURED FINANCE & DERIVATIVES

Drafted and negotiated structured finance, financial solutions and derivative (credit and equity) transaction

documents; Advised on municipal derivative and related interest rate swap transactions.

Closed over 150 structured finance, financial solution and credit derivative transactions, coordinating with

underwriters, risk management personnel and outside legal advisors. Supervised closing of over an additional

150 of such transactions.

Developed standard documentation, closing procedures and document organization for derivative and

structured finance transactions (used in over 250 transactions).

Advised on new products, including synthetic capital and credit insurance for the clearing operations of major

global securities exchanges ($2-3B in annual exposure).

RISK MANAGEMENT

Developed loss mitigation and commutation strategies for derivative and structured finance transactions with

underwriting, risk management.

Created and negotiated innovative strategy to commute over $1.1B of CDO exposures during financial crisis,

bridging seemingly insurmountable differences.

Advisor to team negotiating commutation of $264M synthetic mezzanine CLO transaction mitigating over

$200 million in potential losses.

Designed and implemented Dodd-Frank compliance and enterprise-wide subsidiary consolidation analysis.

PROFESSIONAL EXPERIENCE

BRET S. DERMAN, ESQ, Brooklyn, NY 2015 - Present

Consultant

Provided legal advice on a wide variety of general corporate, corporate secretarial, corporate organizational,

clearinghouse and structured and corporate finance legal advice, including the negotiation and drafting of key

company, confidentiality, consulting, employment (HR), office leases and subleases, IT and software development

agreements and other ordinary course of business contracts, for a variety of individuals and businesses, including:

Internet marketing firms;

A specialized underwriter and program sponsor of collateral, liquidity, and risk-transfer products for financial institutions and financial market infrastructure, and

A construction industry firm focusing on building code compliance and obtaining construction-related regulatory approvals.

RADIAN ASSET ASSURANCE INC. (f/k/a Asset Guaranty Insurance Company), NY, NY 1997 2015

A New York domiciled financial guaranty insurance company, and its affiliates including:

ENHANCE FINANCIAL SERVICES GROUP INC.

Held concomitant roles in both companies:

Lead Counsel Structured Products Legal Team Radian Asset (2001 - 2015)

Senior Vice President and Deputy General Counsel Radian Asset & EFSG (1999 - 2015) (VP 1997-1999)

Corporate Secretary Radian Asset (2005 - 2015) EFSG (2001-2015) (Asst Secy 1999-2005 & 1999-2001)

Head of Derivatives & Structured Products Workouts (2003-2015)

Director - Radian Asset (2001-2015)

Senior Officer and Director of Various EFSG and Radian Asset Subsidiaries (1999 - 2015)

Senior Vice President and Deputy General Counsel Radian Asset and EFSG

Primary corporate counsel and acting chief legal officer, handling day-to-day legal issues. Led team of up to 7

attorneys and other legal professionals. Provided general corporate law, securities and merger and acquisition

assistance to the original ultimate corporate parent of Radian Asset Assurance and its subsidiaries.

Negotiated and drafted key company agreements, including confidentiality, consulting, employment (HR),

office leases and subleases, IT and software development and other ordinary course of business contracts;

Developed and introduced form documentation for confidentiality and consultancy agreements;

Proactively took responsibility for matters not falling squarely into other attorneys specific duties;

Led diversification and consolidation strategies, including the eventual divestiture or dissolution of 20

regulated and non-regulated subsidiaries and affiliates;

Headed internal legal team in connection with sale of company in 2001 and 2015;

Created documentation for joint ventures on receivables, structured settlement and distressed credits; and

Managed legal affairs relating to the companys complex corporate finance arrangements, including committed

preferred securities, soft capital facilities and loan arrangements.

Corporate Secretary and Director

Managed the general corporate, corporate secretarial and compliance matters for regulated and affiliated non-

regulated entities. Negotiated and drafted key company agreements, confidentiality, consulting, employment (HR),

IT and software development, office leases and other ordinary course of business contracts. Coordinated and

drafted disclosure for inclusion in SEC and regulatory filings, assuring accurate, concise and timely submissions.

Supervised regulatory filings and certified statutory financial statements for submission to regulators.

Organized and chaired Board of Directors and Board Committee meetings;

Board Director, Secretary to the Board of Directors and Board Committees;

Developed protocols, prepared meeting materials for Board and Board Committee meetings;

Efficiently managed internal and external legal resources, reducing legal costs by 25% while retaining

discounts and preserving the quality of advice received;

Implemented corporate reorganizations to preserve capital and streamline organization;

Drafted and filed corporate activity documents (e.g. formation, name change, dissolution);

Led legal team on purchase and profitable sale of licensed insurance company; and

Managed internal and external legal teams for sale of company in 2015, including the integration of legal and

business units into buyer in anticipation of, and after sale.

Lead Counsel Structured Products Legal Team

Managed legal group serving the Structured Products business unit, which provided financial guaranty, credit and

surety insurance and reinsurance for financial institutions, RMBS, CMBS and other asset-backed securities and

credit default swaps and other derivative transactions, including synthetic credit protection for corporate CDOs,

ABS CDOs of trust preferred, CMBS, RMBS and numerous other conventional and esoteric asset classes.

Drafted and negotiated structured finance, financial solutions and derivative (credit and equity) transaction

documents; Advised on municipal derivative and related interest rate swap transactions.;

Closed over 150 structured finance, financial solution and credit derivative transactions, coordinating with

underwriters, risk management personnel and outside legal advisors. Supervised closing of over an additional

150-200 structured finance, financial solutions and derivative transactions;

Advised legal and business teams on transaction issues and legal risks;

Liaison with mortgage insurer on joint projects, including prime and subprime RMBS, scratch and dent and

other non-conforming mortgage and NIM transactions;

Developed standard documentation, closing procedures and document organization for structured finance and

credit derivative transactions (used in over 250 transactions);

Advised on new products, including synthetic capital and credit insurance for the clearing operations of major

global securities exchanges ($2-3 billion in annual exposure);

Developed materials, organized and ran product line training program; and

Negotiated renewals, amendments and commutation of facultative and quota share reinsurance treaties and

agreements.

Head of Structured Products Workouts

Managed loss mitigation, commutation and litigation strategies; successfully negotiating servicing transfers, policy

terminations, novations and commutations of reinsurance and direct exposures of derivative, structured finance and

financial solutions transactions.

Developed loss mitigation and commutation strategies with underwriting, risk management, operations and

finance groups that eliminated or significantly reduced risk, resulting in the material reduction or avoidance of

losses and the preservation of capital:

Created and negotiated innovative strategy to commute over $1.1 billion of CDO exposures during

financial crisis, bridging divergent views on potential losses;

Advisor to team negotiating commutation of $264 million synthetic mezzanine CLO transaction mitigating

over $200 million in potential losses, where more senior layers eventually incurred significant losses; and

Mitigated losses and negotiated cooperative servicer transfers on RMBS transactions where the servicer faced

imminent insolvency and fraud charges;

Identified, managed and controlled legal risks; coordinated with parent and affiliate legal groups to identify

and mitigate legal risks to holding company structure;

Designed and implemented Dodd-Frank matrix for compliance with derivative rules;

Developed variable interest entity (VIE) analysis and coordinated with Finance department on implementation;

Prepared, reviewed and negotiated definitive workout documentation;

Wound down and dissolved international and domestic subsidiaries; and

Initiated best practices procedures training program; drafted training materials.

ROGERS & WELLS (now Clifford Chance US LLP) 1991 1997

Associate Corporate Department (1992 - 1997)

Summer Associate (1991)

Worked on a variety of corporate transactions, including leveraged buyouts, mergers and acquisitions, initial public

offerings of real estate investment trusts and other companies, municipal derivatives and the organization of, and

general corporate assistance for, public and privately held companies.

EDUCATION

J.D., Harvard Law School

Journal of Law and Public Policy;

Harvard Mediation Project.

B.A. (Economics), Johns Hopkins University

General and Departmental Honors;

Alpha Epsilon Pi Fraternity;

The Black & Blue Jay Humor Magazine;

Gravity Defiance League

PROFESSIONAL QUALIFICATIONS AND HONORS

Member New York & New Jersey Bars

Member Association of Association of Corporate Counsel

Phi Beta Kappa

Notary Public (New York)

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