Thomas M. Cerabino Co-Chairman MAIN OFFICE: New York Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, N.Y. 10019-6099, U.S.A. T 212-728-8208 F 212-728-9208

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Thomas M. Cerabino is a partner of Willkie Farr & Gallagher LLP in New York and is Co-Chairman of the firm. Mr. Cerabino is also a member of the firm’s Executive Committee. He specializes in mergers and acquisitions, joint ventures, and general corporate and securities law matters.

Mr. Cerabino has been the lead corporate lawyer in a number of high-profile transactions on behalf of the firm's clients. He has represented various public and private companies, private equity funds, and investment banking firms in a wide range of domestic and cross border transactions, including business combinations, divestitures, leveraged buyouts, joint ventures, public and private offerings of securities, and change-of-control matters. In addition, Mr. Cerabino has advised boards of directors and board committees on a variety of governance and other issues.

Mr. Cerabino has regularly represented clients in a number of different industries, including insurance, asset management, hospitality and gaming, manufacturing, professional services and technology, among many others.

Mr. Cerabino has advised on many notable transactions in recent years, including his representation of Electronic Data Systems Corp. in its $13.9 billion acquisition by Hewlett-Packard, Farmers Group in its $1.9 billion acquisition of AIG’s Personal Auto Group, and Zurich Insurance Group Ltd in its $1.67 billion acquisition of a 51 percent stake in the Central and South American insurance operations of Banco Santander SA. In addition, Mr. Cerabino has assisted Colony Capital in several significant acquisitions in the gaming and hospitality areas, including the $8.8 billion acquisition of Station Casinos, the $5.5 billion acquisition of Fairmont Hotels & Resorts, and the $1 billion acquisition of the Raffles hotel business, among others.

Chambers USA (2011) ranks Mr. Cerabino among the leading individuals practicing Corporate/M&A Law in New York.

Mr. Cerabino serves as counsel and a Director of United Neighborhood Houses of New York, Inc., a not-for-profit organization, which is the umbrella organization for the New York City settlement house system. He is also a member of the Board of Directors of The Legal Aid Society. Mr. Cerabino has previously served as a member of the Board of Regents of Georgetown University. He is also a member of the Association of the Bar of the City of New York, and previously served on its Committee on Securities Regulation (1990-1992).