Catherine A. Harrington Special Counsel MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8531 F 212-728-9531

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Catherine A. Harrington is special counsel in the Tax Department of Willkie Farr & Gallagher LLP in New York. Ms. Harrington regularly advises on domestic and international federal income tax issues, including mergers and acquisitions, capital market transactions, investment partnerships, and new financial products.

Ms. Harrington is a member of the New York State Bar Association. She is the co-author of "Is the Internal Revenue Service Bound by Its Own Regulations and Rulings?" which appeared in The Tax Lawyer in 1998.

Ms. Harrington was recently involved in the tax aspects of the following public matters:

• Millicom International - $800 million convertible PIK and senior note offering
  
  
• Zurich - Farmers Group - RegCaPS - Offering of $1.25 billion of hybrid securities designed to provide subordinated capital qualifying for (a) dividends received deduction to U.S. corporate holders (i.e., equity treatment) and (b) interest deductions to Swiss parent (i.e., debt treatment)
  
  
• Veritas Software/Seagate Technology - Innovative strategy involving (a) Seagate’s disposition of its operating businesses, leaving Seagate with only a 30% interest in Veritas following which (b) Veritas acquired Seagate in a tax-free merger and thereby effectively delivered to the Seagate shareholders most of the Veritas stock held by Seagate, without tax to the company or the Seagate shareholders