Ian L. Levin Partner MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8212 F 212-728-9212

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Ian Levin is a partner in the Executive Compensation and Employee Benefits Department of Willkie Farr & Gallagher LLP in New York. Mr. Levin advises a diverse range of clients on the executive compensation and employee benefits aspects of corporate transactions, including industry-defining mergers, acquisitions and joint ventures. In addition, Mr. Levin represents both executives and companies with respect to the negotiation and drafting of executive employment agreements and advises as to the design and establishment of virtually all types of employee benefit arrangements ranging from cash incentive, equity, deferred compensation and change-in-control arrangements to broad-based retirement and welfare plans.

Clients rely on Mr. Levin for advice on the fiduciary and plan asset requirements of ERISA, including the structure and offering of various securities and securities products; the formation and ongoing compliance of private equity and hedge funds; the administration, management and investment of employee benefit plans; and compliance with ERISA’s various prohibited transaction rules and exemptions.

Mr. Levin is a member of the Employee Benefits & Executive Compensation Committee of the Association of the Bar of the City of New York and serves as Co-Chair of its Subcommittee on Executive Compensation.

Prior to joining Willkie, Mr. Levin was a Counsel at Wachtell, Lipton, Rosen & Katz.

Recent representative transactions include:

• AMB Property Corporation’s merger with ProLogis
  
  
• Ventas’ acquisition of real estate assets of Atria Senior Living
  
  
• Marsh & McLennan’s sale of Kroll Inc.
  
  
• Bank of America’s sale of First Republic Bank
  
  
• Representing Morgan Stanley in connection with the joint venture forming Morgan Stanley Smith Barney
  
  
• Representing The Depository Trust & Clearing Corporation in connection with the joint venture forming MarkitSERV
  
  
• Fidelity National Information Services’ merger with Metavante Corporation
  
  
• Delta Airlines merger with Northwest Airlines
  
  
• Walgreen Company’s acquisition of Duane Reade
  
  
• Walgreen Company’s acquisition of Option Care
  
  
• T-Mobile’s acquisition of SunCom Wireless
  
  
• Altria Group’s acquisition of John Middleton, Inc.
  
  
• Darden Restaurants’ acquisition of Rare Hospitality International
  
  
• Publicis Groupe’s acquisition of Razorfish from Microsoft
  
  
• Publicis Groupe’s acquisition of Kekst & Co.

PUBLICATIONS

• "Prescribing Health Care Benefits Under Section 409A," Tax Management Compensation Planning Journal, Volume 36, Number 12, pp. 279-291, December 5, 2008.
  
  
• "The Downside of Side Letters," Journal of Investment Compliance, Volume 7, Issue 2, 2006.
  
  
• "Recent Legislation Impacts Deferred Compensation and More," The Metropolitan Corporate Counsel, November 2004.

SPEAKING ENGAGEMENTS

• Final Stretch for 409A Compliance: Association of the New York City Bar, September 23, 2008.
  
  
• Section 409A—Key Concepts and Issues to Consider: Celesq®, January 23, 2008.
  
  
• Questions Regarding 409A with Dan Hogan: Moderator, Association of the New York City Bar, June 19, 2007.
  
  
• Compensation and Benefit Law Update: Ripped from the Headlines! The New Pension Law: Celesq/West LegalEdcenter,   September 28, 2006.
  
  
• Compensation and Benefit Law Update: Ripped from the Headlines! Executive Compensation: Celesq/West LegalEdcenter, September 28, 2006.
  
  
• 409A’s Special Rules for Equity Plans and Performance-Based Compensation: Celesq/West LegalEdcenter, December 13, 2005.
  
  
• How 409A Affects Separation Plans and Nonqualified Plans "Linked" to Tax-Qualified Plans: Celesq/West LegalEdcenter, December 7, 2005.
  
  
• Overview of 409: Panelist, Private Equity CFO Association Summer Meeting, June 23, 2006.
  
  
• Overview of New Proposed Regulations and Immediate Employer Response: Celesq/West LegalEdcenter, November 7, 2005.