Of Counsel

DANIEL G. McNAMARA

*** *. *******, ***** ****, IL 60181

Cell: 630-***-**** ***********@*****.***

SUMMARY

Served as General Counsel and Secretary for a diverse group of subsidiaries of Fortune 500 companies.

Accomplished General Counsel capable of handling a wide range of legal matters and skilled at counseling executive management on significant legal, business, corporate and strategic matters.

Strategic leader experienced in providing leadership direction, mentoring and professional development to legal and business professionals.

Skilled legal advisor on all facets of corporate governance, regulatory compliance, complex litigation, commercial and transactional matters and crisis management.

LEGAL EXPERIENCE

DANIEL G. MCNAMARA

ATTORNEY AT LAW, Chicago, IL 2013 - CURRENT

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Provide domestic and international business entities in diverse industries with legal guidance in the areas of transactional and commercial contract law, commodity trading, corporate governance, regulatory compliance, litigation, mergers and acquisitions, employment and ethics matters, risk assessment, crisis management and strategic planning.

Recent client engagements have included: Tree House Foods Inc., Bay Valley Foods LLC, Protenergy Natural Foods Corp.,Sturm Foods, Cains Foods L.P., Flagstone Foods, E.D. Smith, AGL Resources, Nicor Gas Company, Central Valley Gas Storage Company and Nicor Energy Services Company.

NICOR INC. AND SUBSIDIARY COMPANIES, Naperville, IL 1997 - 2013

(AGL Resources acquired Nicor Inc. in December, 2011)

NICOR DIVERSIFIED VENTURES, Naperville, IL

Vice President, General Counsel and Secretary 2005 - 2013

General Counsel and Secretary for the twelve Nicor Inc. subsidiary companies that comprised the wholesale, midstream and retail energy services divisions of Nicor Inc. The twelve subsidiaries of Nicor Inc. focused on national markets in retail energy-related products and warranty protection services, wholesale marketing and trading of energy commodity and the development of midstream assets.

Managed and supervised the in-house legal departments and the twenty outside counsel firms that provided professional services to the twelve Nicor Inc. subsidiaries that comprised Nicor Diversified Ventures. Advised senior management in the areas of corporate governance, regulatory compliance, litigation strategy, ethics and employment matters, risk assessment, crisis management and strategic business planning.

General Counsel experience also included the leadership, mentoring and professional development of the in-house legal staff who practiced in the areas of mergers, acquisitions, divestitures, commercial transactions, regulatory compliance, litigation, risk management, real estate, intellectual property, tax, financing, procurement, claims, insurance, general corporate and administrative law. Expertise also included acting as chief counsel on all complex litigation, administrative agency proceedings, joint ventures, strategic alliances, mergers, acquisitions and divestitures. Conducted ethics and internal compliance investigations.

Key General Counsel matters included:

Lead in-house counsel for Nicor Gas Company in the largest contested performance based rate program case in the history of the Illinois Commerce Commission. Petitioners sought $300 million in refunds from Nicor Gas. Upon completion of the proceedings, the Illinois Commerce Commission returned an order of $82 million.

Chief counsel for a class action filed against Nicor Solutions Company relating to its financial fixed bill product returning a denial of class certification order from the Court.

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Chief counsel responsible for the settlement of a consumer class action filed by the Citizens Utility Board against Nicor Services Company relating to certain warranty services resulting in no class certification, admission of wrongdoing or liability.

Chief counsel responsible for the settlement of multiple consumer class actions relating to the sale of retail commodity by Nicor Advanced Energy resulting in no class certification, admission of liability or wrongdoing.

Integral member of the executive team comprised for the Nicor Inc. and AGL Resources $3 billion merger.

Chief counsel for the regulatory approval, development, permitting and construction of the $160 million Central Valley Gas Storage project located in northern California.

Chief Nicor Energy Ventures counsel for the $35 million sale of EN Engineering to Clearview Capital.

Provided strategic guidance and coordinated multistate compliance filings for the nationwide entry of Nicor National warranty services into 48 states.

Negotiated multiple nationwide retail marketing alliance agreements with major gas and electric utilities.

NICOR INC. AND NICOR GAS COMPANY, Naperville, IL

Deputy General Counsel / Associate General Counsel / Senior Counsel 1997 - 2005

Nicor Inc.’s principal subsidiaries included Nicor Gas Company, Tropical Shipping, Inc. and a diverse group of retail and wholesale energy services companies. Nicor Gas Company was the nation’s fifth largest natural gas distribution company. Tropical Shipping is one of the largest containerized cargo carriers in the Caribbean. Other subsidiaries of Nicor Inc. included a wide array of wholesale commodity marketing and trading and retail energy commodity and warranty service companies.

Deputy General Counsel experience included the leadership, mentoring and professional development of eight senior direct report attorneys who practiced in the areas of mergers, acquisitions, divestitures, commercial transactions, regulatory compliance, litigation, risk management, real estate, intellectual property, tax, financing, procurement, claims, general corporate and administrative law. In addition to management of the legal department, expertise included acting as lead counsel on all significant litigation, administrative agency proceedings, joint ventures, strategic alliances, mergers, acquisitions and divestitures. Responsible for negotiating and drafting of material corporate and commercial transactions. Conducted ethics and internal compliance investigations. Management and supervision of outside counsel in complex litigation, regulatory proceedings and M&A matters.

Key Deputy General Counsel matters included:

Lead in-house counsel on the settlement of multiple 10(b)5 securities class actions and shareholder derivative lawsuits filed against Nicor Inc. resulting in no admission of wrongdoing or liability by Nicor Inc.

Lead in-house counsel for the settlement of the Securities and Exchange Commission’s civil injunction action against Nicor Inc. resulting in no admission of liability or wrongdoing.

Lead in-house counsel for the Office of the United States Attorney’s formal inquiry into the Nicor Gas performance based rate plan resulting in no action being taken against Nicor Gas Company.

Lead in-house counsel for the Commodity Futures Trading Commission’s formal inquiry into Nicor Gas Company’s trading practices resulting in no action being taken against Nicor Gas Company.

Lead in-house counsel on the successful settlement of the Illinois Attorney General’s Office civil class action relating to the removal of mercury containing regulators from the residences of Nicor Gas customers.

Assisted Cook County State’s Attorney Special Prosecutor in the prosecution of Nicor Gas customers who intentionally tainted their homes with mercury in an attempt to defraud the utility.

Negotiated the $100 Million Nicor Gas / Accenture system development consulting agreement.

Negotiated the Nicor Inc. / ABN-AMRO $1 Billion Syndicated Credit Facilities agreement.

GALLAGHER & JOSLYN LAW FIRM, Oak Brook, IL. 1996 - 1997

Senior Associate

Practice areas included commercial litigation, insurance defense, bankruptcy, M&A, transactional and general corporate law. First chaired and returned successful verdicts for two clients in commercial litigation trials.

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MIDCON CORPORATION AND NATURAL GAS PIPELINE COMPANY OF AMERICA, Lombard, IL. 1992 - 1996

(Former subsidiaries of Occidental Petroleum Corporation, currently subsidiaries of Kinder Morgan)

Senior Counsel/Counsel

Practice areas focused on commercial litigation, M&A, administrative law, regulatory compliance, transactional, general corporate and commercial contracts. Integral member of the joint litigation team responsible for the settlement of the largest civil litigation claim in the history of the Federal District Court of North Dakota, Southwestern Division.

REPRESENTATIVE GENERAL COUNSEL EXPERIENCE

CIVIL LITIGATION

Lead in-house counsel on the settlement of multiple securities class actions and shareholder derivative lawsuits filed against Nicor Inc. resulting in no admission of wrongdoing or liability by Nicor Inc.

Chief counsel for a class action filed against Nicor Solutions Company relating to its financial fixed bill product resulting in a denial of class certification and settlement.

Chief counsel responsible for the settlement of a consumer class action filed by the Citizens Utility Board against Nicor Services Company relating to certain warranty services resulting in no class certification, admission of wrongdoing or liability.

Chief counsel responsible for the settlement of multiple consumer class actions relating to the sale of retail commodity by Nicor Advanced Energy resulting in no class certification, admission of liability or wrongdoing.

Lead in-house counsel for the successful prosecution of trademark infringement and patent troll defense claims.

REGULATORY AGENCY ENFORCEMENT ACTIONS

Lead in-house counsel for Nicor Gas Company’s contested $300 million performance based rate program customer refund docket before the Illinois Commerce Commission.

Lead in-house counsel for the settlement of the Securities and Exchange Commission’s civil injunction action against Nicor Inc. resulting in no admission of liability or wrongdoing.

Lead in-house counsel for the Office of the United States Attorney’s formal inquiry into the Nicor Gas performance based rate plan resulting in no action being taken against Nicor Gas Company.

Lead in-house counsel for the Commodity Futures Trading Commission’s formal inquiry into Nicor Gas Company’s financial trading practices resulting in no action being taken against Nicor Gas Company.

Lead in-house counsel for the United States General Services Administration Disbarment proceeding against Nicor Inc. resulting in full reinstatement of Nicor Inc. and its subsidiaries.

Lead in-house counsel on the successful settlement of the U.S. EPA and IL. EPA joint enforcement action relating to the removal of mercury containing regulators from the residences of Nicor Gas customers.

M&A, DIVESTITURES AND JOINT VENTURES

Member of the executive team comprised for the Nicor Inc. and AGL Resources $3 billion merger.

Chief Nicor legal counsel for the $35 million sale of EN Engineering to Clearview Capital.

Chief counsel for the acquisition of various warranty services and HVAC entities for Nicor retail divisions.

Chief Nicor legal counsel in the formation and legal oversight of various joint ventures for the Nicor retail, midstream and wholesale divisions which included: interstate pipelines, cogeneration facilities, ethanol plants, interstate storage facilities, engineering services, wholesale energy trading and retail gas and electric supply.

REGULATORY COMPLIANCE AND ADMINISTRATIVE PROCEEDINGS

Dodd-Frank/ SOX / SEC / NYSE / FCPA / FERC / ICC compliance oversight.

California Public Utility Commission certification of Central Valley Gas Storage Project.

Federal Energy Regulatory Commission certification of the Louisiana Sawgrass Storage Project.

Multistate compliance filings for 48 states for the national entry of Nicor National warranty services.

Illinois Commerce Commission and Federal Energy Regulatory Commission rate cases.

Alternative Retail Gas Supplier certifications before the Illinois Commerce Commission.

FTC, FCC, DOI, data privacy and consumer fraud compliance programs for Nicor retail divisions.

EEOC, Illinois Department of Labor and Illinois Department of Human Rights administrative hearings.

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TRANSACTIONAL AND COMMERCIAL LAW

Chief counsel for the $100 Million Nicor/Accenture system development consulting agreement.

Lead in-counsel for the Bank One $150 million 1st Mortgage Bonds.

Lead in-counsel for the ABN-AMRO $1 Billion Syndicated Credit Facilities.

Chief counsel for the development, permitting and construction of the $160 million Central Valley Gas Storage project located in northern California.

Chief Nicor counsel for the $400 million Sawgrass Storage joint venture project located in Louisiana.

Chief counsel for marketing alliance agreements with multiple major national gas and electric utilities.

Chief counsel for the negotiation of the $50 million Logicalis VOIP software and installation contract.

Chief counsel for the drafting and negotiation of gas supply, derivative and master swap contracts.

Chief Nicor counsel for development, FERC authorization and construction of the Horizon Gas Pipeline.

Chief counsel for key e-Commerce, Information Technology, Marketing and Procurement contractual matters.

OTHER PROFESSIONAL EXPERIENCE

NATURAL GAS PIPELINE COMPANY OF AMERICA, Lombard, IL

(Former subsidiary of MidCon Corporation, currently a subsidiary of Kinder Morgan)

Accounting Manager/ Accounting Supervisor/ Senior Accountant

PRICE WATERHOUSE, Chicago, IL

Independent Auditor

EDUCATION

B.S. (Cum Laude) Accounting – Illinois State University

Juris Doctor (Cum Laude) – The John Marshall Law School

Foreign Taxation Law Certification – The John Marshall Law School

PROFESSIONAL AFFILIATIONS

Admitted to practice in the state of Illinois, United States District Court for the Northern District of Illinois and United States Court of Military Appeals

Illinois Trial Lawyers Association, American Bar Association, Illinois State Bar Association, Chicago Bar Association, DuPage County Bar Association and the Federal Energy Bar Association

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