2008 Firm Report

our clients “Ensuring that our clients are satisfied is central to our business strategy.”

35th anniversary “As we celebrate our 35th anniversary, we want to take this opportunity to extend our heartfelt gratitude to our clients, employees and friends of the firm.”

adding value “By combining our professional skills, diversity and team- driven, yet practical approach, we work to add value in all we do for our clients.”

trusted legal advisors “We are committed to providing services that foster innovation and success for our clients.”

teamwork “Leveraging the breadth and depth of our experience to serve each client’s unique needs.”

the future “While helping our clients prepare for the future, we are actively working with them to manage the immediate economic issues facing all businesses, and the country at large.” CEO’s Message

Dear Clients and Friends of the Firm:

On behalf of our attorneys and staff, I am pleased to present Winstead’s 2008 Firm Report. The highlights included in this year’s Firm Report illustrate the strength of our firm, the depth of our expertise, and most importantly, our commitment to you, our clients.

The year 2008 has been filled with both challenges and opportunities. This year also marks Winstead’s 35th anniversary. In reflecting on our firm’s history, we wish to express our sincere appreciation to each of you. We have been in business for 35 years because of clients who depend on us to serve as their trusted legal advisors. Representing you is a privilege that we know we must continue to earn each day, and we thank you for trusting us to work for you.

As we look to 2009, Winstead is well positioned and prepared to help clients manage daily business decisions, and provide counsel for immediate planning and long-term strategies to achieve both business and individual goals.

Winstead continues to represent major institutions and companies regionally and nationally in a broad range of legal services. Our litigation and appellate practices are setting high standards for legal representation, particularly as controversy work increases in a challenging economy. Our distressed debt, corporate, securities, mergers and acquisitions, tax, financial services, bankruptcy and workout practices handle some of the most sophisticated and complex matters in the country today, supported by a cross-section of great lawyers from a number of diverse practice groups. Our award-winning real estate practice has worked on some of the most prominent real estate projects across the nation, and they are ensuring that our clients’ businesses and interests are well preserved and strengthened with a long-term view. And our technology practices continue to provide innovative solutions to our clients’ rapidly evolving technology transactions.

Furthermore, significant additions have been made to our bench strength in the regulatory, environmental, energy, nanotechnology and biotechnology practice areas with superb practitioners enhancing our client services.

While we are proud of our clients’ successes and the strength of our firm, we understand that our country is facing a pivotal and extraordinary period for our economy. With this very important situation in mind, Winstead continues to strive to make our law firm even better, with a goal of providing superior legal services that are value-driven for your benefit during these trying times. We are on your team and will continue to focus on essential work for you. In recognition of the current economic slow-down, we will not implement any general, across-the-board increases in billing rates for 2009, although some modest adjustments will be made for associates moving up to their next class and experience level.

Again, we appreciate the confidence you have shown in our firm. It is our pleasure to work for you and be assured that Winstead remains committed to our core values and our focus on helping you. We wish you continued success.

If Winstead can be of assistance to you in any way, please feel free to contact me personally at [email protected] or your regular representative at the firm.

Denis Clive Braham Chairman & CEO

1 Winstead Practice and Industry Groups

At Winstead, we help our clients solve their toughest business challenges. And that means focusing on a multitude of practice areas from business Table of Contents and transactions to litigation and dispute resolution. Led by a qualified team of attorneys and experienced professionals, each practice area Winstead Practice and Industry Groups...... 2-3 delivers the perfect combination of practical knowledge and responsive service. And it’s all backed by a get-it-done attitude. Winning For Our Clients...... 3-19 Business & Transactions BUSINESS & TRANSACTIONS •Business Restructuring/Bankruptcy...... 3

•Corporate, Securities/Mergers & Acquisitions ...... 4 Business Restructuring/Bankruptcy •Finance & Banking ...... 4 Practice Group Leader – Phillip L. Lamberson [email protected] • 214.745.5180 •Government Relations ...... 7 Corporate, Securities/Mergers & Acquisitions •Public Finance ...... 7 Practice Group Leader – Mark G. Johnson [email protected] • 214.745.5600 •Public & Regulatory Law ...... 8 Finance & Banking •Real Estate Development & Investments ...... 9 Practice Group Leader – Michael W. Hilliard •Real Estate Structured Finance ...... 10 [email protected] • 214.745.5843 •Taxation, Employee Benefits & Private Business ...... 11 Government Relations Practice Group Leader – William LaForge •Wealth Preservation ...... 12 [email protected] • 202.572.8016 Litigation & Dispute Resolution Public Finance Practice Group Leader – M. Paul Martin •Appellate ...... 13 [email protected] • 210.277.6801 •Commercial Litigation ...... 14 Public & Regulatory Law •Construction ...... 14 Practice Group Leaders – Andrew Kever, Forrest C. Roan [email protected] • 512.370.2845 •Energy & Environmental Law...... 16 [email protected] • 512.370.2999 •Government Enforcement & Regulated Real Estate Development & Investments Practice Group Leader – Mike C. McWilliams Industries Litigation ...... 16 [email protected] • 214.745.5631 •Intellectual Property ...... 17 Real Estate Structured Finance •Labor, Employment & Immigration ...... 18 Practice Group Leader – Kevin A. Sullivan [email protected] • 214.745.5292 •Tort & Insurance Litigation ...... 18 Taxation, Employee Benefits & Private Business Professional Excellence...... 19 Practice Group Leader – Thomas R. Helfand [email protected] • 214.745.5342 Diversity Committee Report...... 21 Wealth Preservation Community Relations Report...... 22 Practice Group Leader – John F. Bergner Pro Bono Report...... 23 [email protected] • 214.745.5289 Leadership Winstead...... 24 LITIGATION & DISPUTE RESOLUTION New Attorneys...... 25 Appellate Practice Group Leader – Craig T. Enoch Strategic Focus & Commitment to Clients...... 26 [email protected] • 512.370.2883

2 Winstead Practice and Industry Groups

Commercial Litigation Winstead serves a vast range of industries. The list below represents just Practice Group Leader – Wayne W. Bost a few of our key industry groups. [email protected] • 512.370.2859 Construction • Aviation Practice Group Leader – Stewart Whitehead • Biotechnology [email protected] • 512.370.2854 • Construction • Energy & Natural Resources Energy & Environmental Law • Financial Services Practice Group Leader – Thomas T. Hutcheson • Government [email protected] • 713.650.2717 • Insurance Government Enforcement & Regulated Industries Litigation • Nanotechnology Practice Group Leader – Linda J. Burgess • Real Estate [email protected] • 512.370.2881 • Sports Business & Public Venues Intellectual Property • Technology Practice Group Leader – Robert C. Shaddox • Telecommunications [email protected] • 713.650.2764 • Transportation Labor, Employment & Immigration Practice Group Leader – Dan Dargene To learn more about Winstead’s practice and industry groups, [email protected] • 214.745.5314 please visit winstead.com Tort & Insurance Litigation Practice Group Leader – Michael C. Wright [email protected] • 214.745.5232 WINNING FOR OUR CLIENTS

The following examples of client work, while not a comprehensive list order to give comfort to the suppliers of the refinery while it executes of all our recent work, demonstrate the breadth of Winstead’s talent and on strategic alternatives to reduce its debt. experience. • Served as legal counsel to a large publicly traded bank as part of BUSINESS & TRANSACTIONS DEPARTMENT a syndicate of lenders to a cotton broker and trader company that found itself caught in the middle of an unexpectedly rapid rise in commodity prices. The lenders are owed approximately $1.4 billion. The credit facility was amended to give the company time and Business Restructuring/ flexibility to “square the book,” that is to align its physical and trading Bankruptcy positions.

• Represented the same publicly traded bank as Administrative Agent for a syndicate of lenders to a Kentucky coal mining operation. The • Acted as administrative agent for a syndicate of lenders in a lenders are owed approximately $75 million. successful amendment and waiver to the Revolving Credit and Term Loan Credit Agreements of an independent oil refinery. The refinery • Winstead continues to represent the Western division of a publicly was caught between rapidly increasing costs of petroleum supply traded bank (responsible for all corporate and commercial loans west and not-as-rapidly increasing sales prices of refined products, of the Mississippi) on many of its problem credits. primarily gasoline. The lenders are owed approximately $3.4 billion. In addition to amending its current Credit Agreements, we also • Represented a leading investment firm and a large international succeeded in structuring an additional $75 million Letter of Credit financial services company as the majority bondholders of an Arizona Facility on a “first out” basis for those lenders participating in it, in mining, smelting, and refinery company in connection with its

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Chapter 11 case in Corpus Christi. The company is one of the largest In-Bound Asian Practice copper miners and refiners in the U.S. The majority bondholders, To the extent that we are able to identify a niche or “hot area” that has who are owed over $350 million, are one of the primary suitors for gained noticeable traction in our group this year, the in-bound Asian work the company. is it. Through the hard work and dogged perseverance of many, we have developed what is becoming a steady flow of local deal work for in-bound • Engaged by another large international financial services company as Asian companies and the U.S. affiliates of Asian-based companies. Our the secured lender to a Texas drilling company, a Chapter 11 debtor, goal in this regard is twofold: first, keep doing what we’re doing; second, filed in the Northern District of Texas. The case is ongoing. The add some order and structure to the process by organizing and energizing capital markets company is owed approximately $32 million. a hybrid client/industry team focusing on the in-bound Asian deal work.

• Represented the Unsecured Creditors’ Committee in a case involving Recruiting a major refinery in the Eastern District of Texas, Tyler Division. Recognizing that we need to grow our numbers in virtually every one of our cities, we are continuing to recruit across the system, but are being • Represented two large financial services companies as syndicate very strategic in our targeting, thorough in our diligence, and selective members of a $2.4 billion loan to an energy industry finance in extending offers. Progress is slow, but steady. We have just hired and logistics company and its affiliates. Both financial services one senior level associate and one mid-level associate in the Dallas companies were owed approximately $25 million and are active office, and we are continuing to press wherever opportunities present participants in the syndicate and bankruptcy, which was filed in the themselves. District of Delaware. CLE Program • Assisted a Texas bank as Indenture Trustee related to a series of We have broken ground on a comprehensive corporate CLE Program. notes issued by a bank-holding company that is in Chapter 11 in Fort Under the auspices of WinU, we have designed a 24-month rolling Worth. corporate CLE curriculum; six months into it, we can declare it a total success. The topics are timely and substantive, the presenters are • Represented another Texas financial institution as one of several practiced and prepared, and in-house attendance (including from outside secured lenders to one of largest homebuilders in the Chicago area. the corporate group) is steady. Added to that, we have aggressively marketed the programs to clients and prospects through a well orchestrated e-mail and regular mail promotional/invitation campaign. The client/prospect attendance numbers (and favorable responses) Corporate, Securities/ continue to climb. Mergers & Acquisitions

The corporate group as a whole has been busy this year system-wide. Finance & Banking There has been a high level of activity in each of our cities. The associates in particular have been consistently logging long hours. Although “deal” size and volume only tells part of the story, this past year has been very 2008 Expansion strong on the deal front, as evidenced by the following breakdown of our group’s deal history over the past 12 months: 2008 is bringing some exciting changes and additional depth and experience to Winstead’s Financing & Banking Practice Group, first Transaction Size ($) Number of Transactions Worked with the addition of colleagues from our former Real Estate Banking, $10 - $50 million 8 - 10 Insurance Companies and Fund Advisors (“REBIF”) Practice $50 - $100 million 5+ Group who bring to our practice group vast experience and top-notch $100 - $500 million 6 reputations in real estate lending, and then with the recent addition to our Over $500 million 2 Central Texas practice of exceptional team members in Austin and San Antonio. They are all welcome and valuable additions who make us better In addition to our deal work, we remained busy representing our public and help deepen and expand our capabilities. company clients with their securities needs, and representing all of our corporate clients with their general business needs.

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Serving the Poor Taxation, Employee Benefits & Private Business Practice Groups. At the community bank level, mortgage fraud and fidelity bonds are hot What does Winstead’s banking practice have in common with the Nobel topics and our significant efforts in those areas are supported, and in Prize-winning Grameen organization? In the past year we’ve given some cases led, by our colleagues in Commercial Litigation and Tort & attention to micro-finance programs and projects to enable not-for-profit Insurance Litigation. organizations to provide very small business loans (micro-loans) to the unemployed, to poor entrepreneurs, and to others living in poverty We also continue to support the financial institution and related regulatory who are not otherwise bankable and have explored with a client a pilot needs of Real Estate Development & Investments, Commercial program for possible implementation across the United States. Research Litigation, Government Relations, Labor & Employment, Corporate and experience show that the poor are among the most diligent in making Securities/Mergers & Acquisitions, and Intellectual Property Practice business loan payments when credit is available. Groups.

After exploring more than a dozen options, one of our lawyers identified Distressed Debt Transactions a Honduras-based lending institution with whom several faith-based organizations could establish a collaborative and cooperative alliance that For a major bank client headquartered in Texas, we created a set of helps ensure maximum benefit and real oversight without requiring the uniform documents appropriate for sales of loans from the bank’s organizations to build infrastructures or fund operations – all the money portfolio of poor- and non-performing loans. Working closely with our flows directly to micro-loans (90% of the borrowers are women and the client, our lawyers developed a form engagement agreement for use average loan size is $340) and as “seed money,” or early stage venture with loan brokers who conduct bid/sale programs, developed strict capital loans, to fund larger endeavors as well. For a global bank, we confidentiality agreements and several different loan sale agreements for assisted in evaluating its first-ever purchase of a pool of U.S. micro-loans differing classes of loans from distressed to better, albeit poor quality, and from a not-for-profit lender that makes commercial loans to the poor provided ongoing support for the program. and disadvantaged along the Texas-Mexico border. The average size of those loans is $5,000, but they are instrumental in enabling these poor Our distressed debt acquisition and disposition efforts cut across a wide entrepreneurs access to business loans and to an opportunity to escape variety of industries, but (to-date) principally involve commercial and from a negative economic cycle. residential real estate; range from single loans to large loan pools; and involve a wide variety of clients, from banks to private equity funds to Regulatory, Corporate and Community/Local Bank Activities insurance companies to private investors, and included assisting the Real Estate Structured Finance Practice Group in the loan sales involving Our bank regulatory and corporate activities practice continues to seller financing for the purchaser and with respect to second lien, expand and in 2008 we successfully represented individuals, banks and intercreditor and litigation issues. other regulated lenders in a broad range of administrative actions. Our successes included a reduced administrative penalty for a mortgage Auction-Rate Securities broker from the Texas Department of Savings and Mortgage Lending, a reduced penalty and more favorable terms in an order for a regulated Working with our Government Enforcement & Regulated Industries lender from the Office of Consumer Credit Commissioner, and more Litigation colleagues, we helped a client navigate the rough waters favorable provisions in administrative orders from the Federal Deposit engulfing auction-rate securities transactions and the displacement that Insurance Corporation and the Texas Department of Banking. occurred in the financial markets in a matter of first-impression that was of significant importance and established precedent as to how our client We also represented a number of banks and shareholders in share could deal with similar situations. exchanges, conversions to a state charter from a national charter, corporate name changes and changes in control. We also aided several Workouts and Restructuring clients with product requirements and features, such as fixed-rate options for home equity loans and lines of credit, and in curative matters. As is widely-publicized in the news media, turmoil continues in the debt and equity markets and credit standards have tightened dramatically. Our community and local bank practice continues to flourish. For As a result, our work with our colleagues in Business Restructuring/ example, one bank jumped 333 places on our client list and is now Bankruptcy is increasing as is the overall level of work in the work- firmly a Top 100 client and our work for it includes not only our practice out, turnaround and restructuring arenas and, as noted above, in the group, but also the Litigation Department, and Business Restructuring/ acquisition and disposition of distressed debt. Bankruptcy, Corporate, Securities/Mergers & Acquisitions, and

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We act as nationwide outside general counsel for a major banking Our lawyers play key roles in the Sports Business & Public Venues institution, handling all of its workouts and overseeing foreclosures, Industry Group where, along with Public Finance and Real Estate bankruptcies and related litigation involving homebuilder lines of credit. Development & Investments, they were integral in representing a major sports franchise in obtaining a nine-figure letter of credit facility to Working with Business Restructuring/Bankruptcy, we have handled support outstanding bonds that were previously bought and sold in the a number of complex and interesting projects involving issues from auction-rate securities market and in obtaining the necessary consents complex intercreditor arrangements to sovereign immunity to Native from a bond issuer and sports league. American tribal law to coal mining practices to maritime liens. Workout projects ranged from middle-market single lender transactions to credit Two of our lawyers co-chair Winstead’s Legal Opinion Committee and facilities as large as $2.2 billion. the coordination and interaction with other practice groups has helped to ensure quality opinion products. Expanded Foci Work in the credit enhancement area, in addition to the work with We assisted several life insurance companies in establishing a co-lender Public Finance, included assisting a client with a letter of credit in lieu commercial mortgage loan origination program and in creating loan of supersedeas bond and in assisting another client with a post-petition closing and servicing agreements for the origination of commercial loans letter of credit to support ongoing purchases, principally from China. for the account of unaffiliated life insurance companies. While letters of credit are often used to support the issuance of a bond, this is one of the rare instances in which the letter of credit was actually An affiliate of a major east coast bank holding company engaged us to used in lieu of a bond. Fortunately, our participation in the American Bar assist in its proposed sale of $1.5 billion of auto receivables, and we Association’s Letter of Credit Subcommittee enabled us to quickly locate a now represent a global software finance company in its domestic and number of resources and precedents and protect our client’s interest. foreign acquisitions and sales of software license receivables and recently delivered a legal opinion letter concerning the rights of assignees of the Energy Industry receivables. Again, in 2008 we handled billions of dollars of credit facilities secured We recently successfully concluded a client’s acquisition of five by producing oil and gas properties in most of the oil and gas producing wastewater treatment facilities located in multiple states and related states with support from our Environmental & Energy lawyers, and we lease rights. The transactions involved the acquisition, operating and continue to be active in the project financing (and now restructuring) of finance agreements and creativity in revising the structure of three of biofuels and other renewables with substantial input and support from the transactions for three of the facilities to eliminate the necessity of Environmental & Energy, Real Estate Development & Investments, obtaining consents from the industrial companies at the plants served by Alternative Energy, Business Restructure/Bankruptcy, and the facilities. The transactions also involved the creation of five special Construction. purpose companies, each of which raised equity and debt financing under pass-through trust arrangements, and one holding company for the five Lending Across a Broad Spectrum of Industries operating companies. We will be working with our client and a major environmental company for the acquisition, operation and financing of We also handled a large number of syndicated lending transactions, both additional wastewater treatment plants throughout the country. Our work originations and workouts/restructures, of all types and sizes and across had substantial support from Real Estate Development & Investments a myriad of industries from real estate to energy to media and telecom and Taxation, Employee Benefits & Private Business. to cotton and other commodities to construction materials to heavy equipment and to nearly everything in between. We have continued to strengthen our working relationship with our Public Finance area to ensure that Winstead has a seat-at-the-table across a Other lending transactions included secured acquisition and other credit broad spectrum of public finance transactions. Cross-discipline work in facilities to a residential cabinet manufacturer for a national home 2008 included assisting a major investment house in the restructuring, improvement store group to an orthopedic brace and related medical bond redemption and purchase and sale of a 2,000 unit multi-family device manufacturer to a helicopter maintenance company to large oil military housing project, including a complex series of negotiations among refineries to a consumer finance company to a major manufacturer of the U.S. Army, the project owner, a proposed purchaser, guaranteed airplane parts and equipment to a light truck accessory manufacturer to a investment contract providers, bond insurers and 10 separate institutional national carbon dioxide distribution company. investors.

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Borrower Representations country. During the upcoming legislative sessions, the Government Relations Practice Group will work to amend the Revised Franchise Tax For Winstead’s Corporate, Securities/Mergers & Acquisitions and laws to broaden the definition of “cost of goods sold.” Real Estate Development clients, as well as those who sought our services independently because of our market knowledge and breadth • On the strength of two previous major legislative wins by the Winstead of experience, we also successfully handled a significant number of Consulting Group on its behalf, a major international hotel company borrower assignments as large as $250 million. recommended the firm to a coalition of the nation’s largest hotel owners, led by a hotel/resort-focused real estate company, to seek We introduced a prospective client to our Sports Business & Public relief from the Texas margin tax. This marks the third such referral in Venues colleagues and, as a result of collaborative efforts, are now three years by a client for vital assistance on a multimillion-dollar issue assisting the client in seeking additional financing to support its on-going before the state government in Texas, thus continuing the unbroken business while it awaits governmental approvals to consummate a sale streak of cross-selling between offices. valued at over a half billion dollars. • The Government Relations Practice Group has tripled the number of Real Estate Finance federal matters undertaken for a Houston-based energy company, the third largest publicly traded natural gas delivery company in the United In addition to the matters discussed earlier, our former REBIF colleagues States. In just three years, it has become the 64th largest Winstead have been integral to our expansion into a broader spectrum of real client, measured by fee income through June 30, 2008. estate financing, including a nine-figure syndicated construction loan for a new Class A building in uptown Dallas, a nine-figure syndicated line of credit for industrial property acquisition and development in California, refinancing and construction loans for properties in Sugarland and Dallas, and workouts and restructurings of large loans for development projects Public Finance in Central Texas for a Houston homebuilder and in connection with a mixed-use development in New Mexico.

Central Texas Corridor As the result of the downgrading of ratings of major bond insurance firms and the disruption of the auction rate securities market: We are working with lawyers in a number of our offices to help our new colleagues in Austin and San Antonio capitalize on their contacts and - Represented remarketing agents in the conversion of auction rate existing clientele and to forge new relationships and expand business in securities to variable rate securities. the Central Texas corridor. In just a few short weeks after expansion of our San Antonio office, our successes include construction loans for three - Served as general counsel to nonprofit healthcare organizations in assisted living centers in various Texas locales, refinancing of an office the refinancing of debt enhanced by downgraded bond insurers. building in Oklahoma City, a large revolving credit facility, and several borrower and buyer representations. And the best is yet to come. - Served as bank counsel for the issuance of letters of credit to support refinancings structured as variable rate bond issues.

- Served as part of the team representing a NFL franchise in the Government Relations refinancing of debt enhanced by downgraded bond insurer.

- Assisted issuers with continuing disclosure filing needed due to the • Winstead served as general counsel to a Houston area health facilities downgrading of bond insurers. fundraising corporation. As a result of this representation, the Public Finance Practice Group participated in the restructuring of more than • Assisted the second largest city in the state of Texas in passing the $3 billion of debt this year. largest bond election in the city’s history, and served as bond counsel in the issuance of the first installment of those bonds. • Currently serving as legal counsel to a coalition of large hotel and real estate companies that own premium hotels and resorts throughout the

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• Served as the underwriter’s counsel for a unique financing by a debt. The restructuring occurred in connection with the sale of the regional mobility authority, supported by pass-through toll payments project from one development company to another development from TxDOT and by payments to be made by the private developer. company. The transaction was particularly challenging because it involved five-way negotiations among the buyer, seller, United States • Serving as bond counsel on the lease revenue bond financing of a Army, Royal Bank of Canada (the guaranteed investment agreement $257.5 million state prison facility. provider), and 10 institutional bondholders.

• Serving as legal counsel to financial institutions in their acquisition of • Underwriters’ counsel in connection with the program development municipal securities through private placement. and financing of five lifestyle centers for a military exchange service. The lifestyle centers, which will cost approximately $100 million each, • Advised and assisted a client with restoring its credit rating with the will be located on domestic military bases, including Fort Bliss in El three national rating agencies. Paso and Fort Sam Houston in San Antonio. The centers will feature upscale shopping, health clubs, movie theaters, and other amenities for • Served as underwriters’ counsel for a state public finance authority soldiers and their families. bond issue.

• Part of a team representing the largest airline in the United States, by number of passengers carried domestically, in an airport modernization Public & Regulatory Law program.

• Negotiated an extension of a $50 million credit facility for a water utility district. The Public & Regulatory Law Group has achieved many notable successes on behalf of Winstead clients. The Group’s practice areas primarily include • Represented a financial institution’s issuing letters of credit for liquidity representing clients before the Department of Insurance, the Banking support and credit enhancement for variable rate debt issued by state Department and other Finance Commission constituencies, the Public Utility agencies, cities, and non-profit corporations. Commission, the Texas Commission on Environmental Quality and the Railroad Commission. • Advising client as general counsel to public facility corporation acting on behalf of a city as the owner and manager of a convention center However, the practice group generally represents clients before more than hotel. twenty-five other state agencies as well; we thus have a broad-based administrative and regulatory law capability. Our senior members have • Served as underwriters’ counsel on a number of public school a collective 200+ years of experience working with state and federal financings. government policy-makers and agencies. In addition, our insurance practitioners have been ranked “number 1 in Texas in insurance law” by the • Served as bond counsel on the issuance of $55 million in bonds to Best Lawyers in America. Listed below are a few notable matters. finance a new jail in the Central Texas region. • Represented the seller of a surplus lines group in negotiations and • Serving as bond counsel on the financing of medical information obtaining regulatory approvals in the $200 million transaction. technology upgrades in 14 small cities for a regional health consortium. • Negotiated the agreement for a merger of two life insurers in a $120 million transaction and obtained regulatory approval of the merger. • Assisted Winstead’s Corporate, Securities/Mergers & Acquisitions Practice Group in advising the developer of a nuclear power plant on • Acted as organizational and regulatory counsel in the establishment the financing of its construction and operating license. of a new life insurance group with two life insurer subsidiaries and subsequently representing the group in a private offering. • Underwriter’s counsel in connection with the simultaneous sale and restructuring of a $212 million military family housing project. The • Represented a large UK property and casualty insurance group in restructuring resulted in the downsizing of the project from 2,500 units negotiating a settlement of its obligations under its reinsurance treaty to 1,800 units and the early redemption of $80 million in outstanding with a U.S. insurer in receivership.

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• Successfully represented a major national title insurer and its multiple resources required by this massive infrastructure project. Winstead subsidiaries in a series of hearings before the Commissioner of will be helping the client plan and negotiate all of the engineering, Insurance dealing with rates, rules and several special issues. construction, finance, procurement and related agreements necessary to bring the project to operation. Winstead’s construction, real estate • Represented a number of both life and property and casualty insurers and eminent domain experts will join the team as the project proceeds. in individual regulatory approval matters involving forms, holding company transactions, rate and financial filings, and investment issues. • The Electric Industry Team has represented the state’s largest electric power generation company, which also is the state’s largest purchaser • Represented a title insurer and its subsidiary in an enforcement of wind-generated electricity, in the Public Utility Commission of Texas’ proceeding at the State Office of Administrative Hearings in which the ongoing consideration of the growing wind energy industry. The Hearings Officer granted our motion to dismiss a case hotly contested PUCT recently decided to authorize almost $5 billion in new electric by the Insurance Department, resulting in a complete win for our transmission facility construction to open the way to the addition of clients. more than 18,000 MW of new wind generation, securing Texas’ role as the national leader in development of wind energy. During the hearing, • Participated in multiple rulemaking proceedings at various agencies on the client and Winstead team identified the new transmission lines that behalf of clients. would most quickly increase the amount of available wind energy, and would assure that the largest number of Texans would have access to • In conjunction with the Government Enforcement & Regulated that power. The PUCT was asked to give priority to those lines and it Industries Practice Group, our practice group members represented has agreed to do so. numerous clients in compliance and enforcement matters involving the Insurance Department, Banking Department, Office of Consumer Credit • In another interdisciplinary venture, the Public & Regulatory Practice Commissioner, and the Attorney General. Group is leading the representation of the largest airline in the United States, by number of passengers carried domestically, in an airport • The Public & Regulatory Law Practice Group has represented modernization program. This project, which looks to cover a number of the nation’s leading developer of compressed natural gas fueling years, will call upon many areas of the firm’s expertise, including real infrastructure in connection with initiatives by the State of Texas, as estate, public finance and environmental law. well as certain transit authorities and large cities, to demonstrate the positive benefits from the use of CNG technology in fleets of vehicles.

• Over the past year, a team of Winstead lawyers have represented the Real Estate Development & founders of a communications and utilities company in the negotiation of a development agreement that was signed last month with a Texas Investments municipal power agency. The agreement creates a public-private partnership to develop approximately 4,000 MW of renewable and fossil fired electric power and construct a high capacity transmission • Representing a leading Austin real estate development and investment line to deliver the power to market with a forecasted total investment firm as a new client. Winstead has eight transactions either closed or in excess of $8 billion. The project calls for the development of wind under contract for the company since February. energy, a biomass plant, natural gas fired peaking units and base- load coal plants. The project will be a leading national development • Advising a Texas university in relation to the ground lease of property to of a balanced fuel portfolio exploring a combination of leading edge a new presidential library foundation and development documentation renewable and clean coal technologies. relating to the library.

• This negotiation has been a great example of Winstead bringing • Representation of a San Diego developer in relation to a mixed-use lawyers with specialized expertise in diverse areas together to help development in the River Oaks district of Houston, Texas comprised of clients succeed in highly complex projects. Lawyers from the Public & two hotels, apartments, retail, specialty retail, entertainment and for Regulatory Practice Group’s Electric Industry Team joined with lawyers sale condominium uses. from the Corporate and Securities, Public Finance and Litigation teams to help the client structure, negotiate and draft the agreement. The combined team is now helping the client with pulling together the other

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• Advising a Dallas developer in relation to a mixed-use development in and assisting in other work relating to such development activities, Richardson, Texas comprised of townhomes, retail, apartments and for including negotiating and documenting contracts with engineers, sale condominium uses. architects and contractors.

• Representation of a national developer in relation to mixed-use • Advising a large New York Stock Exchange real estate investment development in Fort Worth comprised of retail, big box and apartment trust in developing a three-phase mixed-use project consisting of a uses. committed first phase and options on two additional phases. Projected phase one costs are approximately $40 million. If all three phases are • Serving as legal counsel to a national developer in relation to mixed- developed, estimated costs are approximately $110 million. use development in Fort Worth, Texas comprised of apartments, retail, and hotel uses. • Assisting a national real estate investment trust in two large ground leases to J.C. Penney in connection with the development of two first • Representation of a San Antonio developer in relation to a mixed-use class community shopping centers. development on Mustang Island in Corpus Christi, Texas comprised of townhome, hotel, residential and dock uses. • Representing a Dallas investor in the sale of a large industrial portfolio of properties located in Jacksonville, Florida. • Assisted a San Antonio developer in relation to a mixed-use development in San Antonio, Texas comprised of hotel, for sale • Legal counsel to one of the largest non-profit hospital systems in the condominiums, apartments, retail, entertainment, educational and country in connection with the development of three major medical office uses. office buildings on campuses in Dallas, Fort Worth and Plano, Texas.

• Representation of a Dallas-based national air carrier in relation to a • Advising a NASDAQ-traded golf equipment company in connection with public/private transaction involving the modernization of an airport its corporate facilities, including the negotiation of a 65,000 square foot in cooperation with the City of Dallas, including land use, real estate, lease in Plano, Texas for its corporate headquarters. public finance and construction matters. • Representing a regional bank in connection with branch locations • Represented one of the nation’s largest wireless communications throughout the Dallas/Fort Worth Metroplex. service providers in the expansion, management and maintenance of its wireless network infrastructure in Texas, Arkansas, and Oklahoma. • Representation of a publicly traded REIT and its parent company in This representation involved approximately 400 distinct real estate land assemblage and acquisition of property in Grand Prairie, Texas transactions, including land purchase acquisitions, leases for new for construction development of a major outlet mall. The work has communication facilities, communication facility lease amendments included real estate, land use, entitlements, tax and entity structure, necessary for the deployment of wireless technology advances, and and the transaction project cost is approximately $175 million. communication facility subleases to other wireless service providers.

• Representing a leading international owner/operator of student housing projects as buyer of a to-be-built project consisting of Real Estate Structured multiple individual cottages at a Texas university with a purchase price Finance exceeding $50 million. In addition to a complex purchase and sale agreement (“PSA”), the transaction involved multiparty agreements between our client, the seller/developer and the construction lender, • Representation of securitized loan originator in complete restructure including agreements relating to the letter of credit being furnished of existing mortgage loan into a reduced first lien mortgage loan and a by our client (as buyer) to the seller/developer as earnest money mezzanine loan. Subsequent representation of such party in selling the under the PSA, which letter of credit was, in turn, being pledged to the newly created mezz loan to a third party. The objective for all of this construction lender. was to create a new, reduced mortgage loan susceptible to being sold.

• Representing a large New York Stock Exchange shopping center • Representation of CMBS originator with respect to allegations of and real estate investment trust in assembling land, both by ground breach in representations associated with 2001 securitization. leases and fee acquisitions for development of shopping centers;

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• Large syndicated construction/bridge loan for the future development • Assisted major airline with the negotiation of collectively bargained of a 161 acre tract in the Dallas/Fort Worth area as a mixed-use project retiree benefits. (multifamily, town homes, big box retail and office). • Advised a Catholic Archdiocese with respect to the structure and • Negotiated a forbearance agreement and workout with a hotel/ fiduciary obligations of the Board of Trustees appointed under the entertainment developer for a remodel being completed on a retirement plan. prominent Beverly Hills, California hotel project that was more than $60 million over budget. Negotiations involved borrower, mezzanine lender, • Assisted a major hospital group with IRS filings to correct operational participant interest holders and the servicer representing a REMIC trust. deficiencies under qualified retirement plans.

• Analyze existing loan structure for a $121 million debt facility secured • Assisted a major bank group with tax compliance for executive equity by numerous multifamily projects in California currently owned by a and long-term incentive plans. prominent owner. The goal is to determine the rights of lender and possible workout strategy in anticipation of possible borrower defaults • Assisted international conglomerate with the employee benefits and take-out risk when the loan matures in 12 to 24 months. aspects related to the disposition of domestic subsidiaries.

• Numerous agency-based originations (Fannie and Freddie) for • Represented a $400 million Land Fund in connection with its formation apartment complexes and apartment portfolios around the country. and joint venture structures for large tract acquisitions in Texas and the Carolinas. • Advised a national lender in the origination of a $46.5 million portfolio loan secured by an office park located in a suburb of Chicago, Illinois. • Provided counsel to a public company in delisting and going private, The loan was structured to accommodate complex transfer rights of and represented the same company in creating an incentive the borrower and the right of the lender to bifurcate the loan into an management plan generating capital gain instead of ordinary income. A/B note structure post-closing. • Represented real estate/financial investment group in connection with • Represented a bank in the sale of a defaulted first priority mortgage finance and joint ventures for development of town square, acquisition lien loan, the foreclosure of which was enjoined by a TRO granted to of dairy industry treatment facilities, and private offering of real estate the insolvent holder of a subordinate mortgage lien. The sale was investment fund. financed through seller-financing secured by the loan purchaser’s interest in the defaulted loan and a subsequent first priority mortgage • Provided special tax planning relating to disposition of unwanted lien upon the purchaser obtaining fee simple title to the mortgaged subsidiaries in connection with $200 million sale of company. property. • Provided tax planning and lead representation for onshore oil and gas exploration group in $560 million sale of operating assets to public Taxation, employee benefits & company. Private Business • Designed and implemented innovative incentive bonus and retention plan funded by self-directed rabbi trust for key employees of onshore oil and gas exploration group.

• Assisted executives of a privately held company with avoiding more • Provided tax planning and structuring for buyout and redemption of than $20 million in tax penalties for parachute payments made in $80 million in membership and partnership interests of offshore oil and connection with an acquisition of the company. gas exploration and production company.

• Assisted several publicly and privately held companies amend and • Provided tax planning and structuring for $350 million IPO for oil and restate their deferred compensation plans to comply with Section 409A gas service company involving partial cash out of equity interests by of the Internal Revenue Code. founders.

• Assisted in strategy and implementation of transitioning employee benefit plans for the $600 million acquisition of a public company by a client.

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• Assisted with tax planning and structuring for tax-exempt entities • Represented a foreign corporation in connection with private equity to fund major international mathematical prize through International investment and structuring of U.S. operations for importation of Mathematical Union. ethanol.

• Provided tax planning and structuring for major post season amateur • Represented international oilfield supplier in acquisition of target football event in Houston, Texas. company, private equity investment, and structure of group.

• Represented emergency response and HAZMAT company in IRS audit, • Began representation of a U.S.-based entertainment software company achieving large net refund from IRS. in connection with their worldwide tax planning.

• Provided tax planning and structuring for acquisition of private jet in • Represented numerous foreign investors in structuring their U.S. real sales tax efficient manner for several privately held businesses. estate ownership.

• Represent several publicly traded royalty trusts on tax matters.

• Provided tax planning and structuring for business investment in professional soccer team. Wealth Preservation

• Designed and implemented margin tax savings strategies for oil and gas exploration and production companies. Winstead’s Wealth Preservation Practice Group is focused on providing sophisticated, innovative and objective legal services for all aspects of our • Represented a continuing care retirement community as corporate clients’ wealth preservation and transfer. We understand that every client, counsel for the planning of the project and assisted underwriter and family, trust and estate is unique, and our attorneys customize their planning bond counsel in successfully closing a $166 million tax exempt bond to meet each individual client’s needs. To accomplish this goal, we work financing to fund the project. together as a team, drawing from our collective years of experience to help find the most efficient, cost-beneficial solutions for our clients. We focus • Represented a major homebuilder in the acquisition of numerous on tax-sensitive estate planning, estate administration, trust administration, subdivisions in progress from its national publicly traded partner. and family wealth transfer for business executives, professionals, closely held business owners, and other high-net-worth individuals and their • Represented related owners of a large family-owned automobile families. dealership with a restructure of the underlying real estate in a tax- advantaged transaction. Our wealth preservation attorneys work closely with our colleagues from several other areas of the firm, including income tax, corporate, real estate, • Advised numerous clients in tax controversy and litigation matters and employee benefits to handle all facets of our clients’ needs, from typical including favorable settlements involving an IRS challenge to an transfer tax issues to the most sophisticated wealth transfer techniques. in-kind charitable contribution and a tax shelter arrangement formerly promoted by a national accounting firm. Our attorneys work extensively in tax-efficient planning for transfers of business interests and family investments, as well as in structuring the • Published a significant article in theJournal of Taxation, a national tax ownership of new businesses and investment opportunities to build overall publication. family net worth laterally, rather than solely in the senior family member’s generation. • Served as legal counsel to China-based NYSE company in tax planning for U.S. operations. Although tax planning is an important element of estate planning, we believe it must be coupled with the client’s personal objectives in building, • Represented principal U.S. owners of a company engaged in maintaining and transferring wealth. In initial meetings with our clients, we international oil and gas exploration regarding U.S. tax aspects of strive to understand their goals, as well as their families, assets, liabilities disposition of their shares in an acquisition by a UK public company. and overall wealth preservation and transfer goals. Only then do we recommend and assist in implementing objective and innovative solutions

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and strategies to help our clients achieve and enhance their goals. Our appeals, including a remand to the trial court to enable our client to attorneys’ expertise extends not only to the planning stages of a client’s life, recover statutory damages and attorneys’ fees. but also to the administration, distribution, funding, tax reporting, beneficial interests and rights, and fiduciary responsibilities involving trusts and Loss of significant contract rights: The Texas Supreme Court estates. has rarely permitted a party to avoid private arbitration, though strong arguments are sometimes made that a particular arbitration Winstead’s Wealth Preservation attorneys are highly qualified and offer would not be fair. Winstead’s school district client was misled the finest, yet discreet, counsel to our clients. Several of our attorneys into agreeing to a private arbitration, though its contracts clearly are board-certified in estate planning by the Texas Board of Legal excluded such private conduct. Winstead’s appellate team Specialization. In addition, our group includes members of the American successfully defended our client’s contractual rights throughout the College of Trust and Estate Counsel. And all of our Wealth Preservation appellate process. attorneys belong to one or more of the estate planning, probate and transfer tax sections of the American Bar Association, State Bar of Texas, or the On behalf of businesses navigating arcane laws governing Austin, Dallas or Houston Bar associations. In fact, many of our attorneys local option elections for the lawful sale of alcoholic hold leadership positions within these groups and are also frequent beverages: Texas laws govern how to petition for and where to speakers on a wide range of topics relating to their practices, including call local option elections that determine the local, lawful sale of local, statewide and national engagements, as well as presenting tax- alcoholic beverages. Winstead’s appellate team has been actively related issues and comments at IRS tax forums and to the U.S. Department involved in advising a Winstead client on these election laws and of Treasury. actively conferring with Texas’ chief election officer, the Texas Secretary of State, about violations of these election laws. These LITIGATION & DISPUTE RESOLUTION DEPARTMENT efforts have enabled Winstead’s client to achieve remarkable success in its petitioning efforts. In addition, the appellate group handled the client’s petition for writ of mandamus in the Texas Supreme Court requesting the Court to provide guidance to the Appellate county commissioners court and its election department on how to properly call and hold a local option election. The Supreme Court responded by providing a roadmap for petitioning for and holding local option elections, and cautioning the commissioners court that Winstead’s Appellate Practice Group, led by two experienced former it must respond when a request for a local option election, as the appellate judges, brings a level of service that our clients deserve and Supreme Court instructed, is made. expect. For our clients, Winstead’s appellate practice group has battled: For industry concerns: Winstead’s appellate practice group Plaintiff litigation abuse: A financial services giant’s insurance arm was identifies intermediate appellate court decisions that present sued by one plaintiff for one injury, but under eleven different insurance serious concerns for Winstead’s clients and their industries. certificates in eleven separate lawsuits. Our client preferred to be in federal Winstead, through its Friends-of-the-Court briefing practice, gives court, but the plaintiff, by ingeniously separating the claims, kept the a strong voice before Texas appellate courts to the concerns of amount in controversy in any one suit under the federal jurisdiction limit. Winstead’s clients. Recently, and of great concern to Winstead’s After our client’s motion to consolidate the cases was denied by the state insurance clients was a court of appeals’ holding that an appraiser, trial court, Winstead’s Appellate Practice Group went to work seeking a authorized to determine the value of a loss, was also authorized to writ of mandamus from the appellate court, and won. Winstead now holds determine questions of coverage. Standing up for the views of our the honor, as appears from published cases, of winning the first case in clients’ industry, Winstead filed a Friend-of-the-Court brief speaking Texas appellate history in which a court of appeals ordered a trial court to out, strongly, that appraisers are only qualified to determine the consolidate cases. monetary value of a loss and not whether the loss is a “covered loss” under an insurance policy. Based in part on Winstead’s voice, Serious trial court error: Despite a well-tried case by Winstead’s trial the matter is currently being considered by Texas’ high court. team, an important electrical design contractor was on the receiving end of a potentially economically ruinous trial court decision. Relying on the excellent trial record, the Winstead team won a total reversal in the court of

13 WINNING FOR OUR CLIENTS

• Serving as legal counsel to a Houston-based pharmaceutical company Commercial Litigation in a class action claiming breach of fiduciary duty and other claims arising from a failed merger.

• Represented a limited partner in a derivative action involving Representing clients in commercial litigation is a significant part of partnership organized to acquire paper mill and related properties. Winstead’s practice. Our commercial litigators proficiently leverage the knowledge, resources and experiences of our full-service business law firm. • Ongoing representation before Texas State Securities Board (and in Our litigation team includes more than 100 attorneys. The following is a related spin-off litigation) of former principal of company that offered short list of representative matters we handled during the preceding year: and sold investments in life settlement pools.

• Defended a retirement partnership in a fraud case in Zapata County. • Served as local counsel in Montgomery County, Texas for the largest Obtained a favorable settlement after a damages demand of $4 billion. railroad network in the United States in a dispute over a tax allocation agreement. • Defending heirs of famed Dallas fortune in Dallas County against claims alleging tortious interference, breach of contract and breach of • Upheld through appeal to Maryland’s highest court a $22 million fiduciary duty. judgment for a publicly traded financial services company. Follow-up case now active in Connecticut, asserting alter ego and fraudulent • Representing a major real estate firm in a substantial dispute with transfer claims against judgment debtors and controlling and related an international technology company. The case is proceeding in parties. arbitration in London and a trial court in Dallas. • Defended several cases attempting to stop our client from drawing on • Defending a national bank and an executive officer in a case alleging a $4 million letter of credit securing a $22 million loan extended to the breach of fiduciary duty. plaintiff’s brother. The letter of credit was successfully drawn.

• Pursuing arbitration for accounting adjustments of more than $20 • Defended claims asserted by an obstetrician against a healthcare million following the sale of a large business. services provider for breach of contract, tortious interference, discrimination and other business torts. After obtaining favorable • Settled two major class actions for a NASDAQ-listed company, rulings in pretrial motions, case favorably settled for client. previously pending in New Jersey and West Virginia. • Defended a surgery center against securities claims asserted by one of • Obtained dismissal of a long running class action for a NASDAQ-listed its physician/investors. company after several trips to the New York appellate courts.

• Partial settlement of class action in which the firm represented an out-of-state national retailer listed on the NYSE. Claims made involved Construction collection of Texas sales taxes.

• Obtained favorable summary judgment for a publicly traded financial services company in a case brought by the beneficiaries of a trust. The The Construction Practice Group continued to expand its statewide and trustee asserted our client was a responsible third party. The case is national profile in 2008. Winstead’s construction lawyers assisted clients now on appeal and could be a case of first impression on these issues. on projects and in litigation in and outside of Texas. In addition to the representative matters listed below, Winstead’s construction lawyers • Representing a national bank and related entities in investigating continued their leadership of the Texas State Bar Construction Section. and assessing risks arising from the offer and sale of “auction rate Robert Bass, Chair of the Section stepped down in 2008 and Michelle securities.” Rieger assumed the leadership of the Section for 2008-9.

• Defending senior executives of a large investment firm in multidistrict litigation involving allegations of market timing and other practices.

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Litigation: Transactions:

• Representing a large resort developer in $3.5 million structural defect • Drafted and negotiated architectural agreements and construction case at a resort community outside of Fort Worth, Texas. contracts for a variety of multifamily, condominium and mixed-use projects in San Antonio, Dallas, and Fort Worth, Texas; California and • Advising a developer in architectural disputes involving a California Washington D.C. winery. • Represented various developer clients in drafting and negotiating • Represented an EPC contractor for a California power plant in a construction contracts, including a luxury condominium tower in the successful, multimillion dollar settlement of California litigation Dallas Arts District, large mixed-use project in Fort Worth, Texas and a and related claim by the EPC contractor against a subcontractor hotel construction in Georgia. for supplying defective and out-of-specification equipment. The subcontractor settled shortly before trial for the full amount of the claim • Negotiated construction contracts and architect agreements for a and all attorneys’ fees incurred by client, plus interest. housing authority for three large public housing projects.

• Working with EPC contractor for an Arkansas power plant in a • Prepared construction contracts for infrastructure for large residential multimillion dollar dispute against a subcontractor and its surety arising development in the Clear Lake, Texas, area. from defective work. • Represented a Texas student association in drafting and negotiating a • Representing a housing authority in dispute against developer and $71 million construction contract for master-planned continuing care contractor arising from late delivery and defective work on a public retirement community and separate $12.5 million construction contract housing project. (with different contractor) for 41 villas for the project.

• Serving as legal counsel to the largest city in the state of Texas in a • Represented a national construction company in drafting and dispute with a subcontractor and its surety arising from the termination negotiating a $65 million construction contract for condominium of that subcontractor on wastewater treatment plant public project. project in Austin, Texas.

• Representing an EPC contractor for anaerobic wastewater treatment • Represented national construction company in negotiating a $360 facility for a large beer distillery in California in dispute with project million construction contract for a major hospital in Houston, Texas. owner. • Developed “template” forms for a national REIT construction project for • Advising a general contractor in litigation and arbitration proceeding investment “Fund” financed projects. against public entity owner arising from claims related to construction of fire station. • Represented a national REIT in drafting design and construction contracts for two multimillion dollar fund financed multifamily • Assisting a major university in litigation against a national contractor residential projects. and architect over construction and design defects at multimillion dollar, on-campus building. • Drafted and negotiated more than 30 design and construction contracts for major projects (between $2 million and $15 million) and more • Representing a condominium developer in construction defect litigation than 50 design and construction “master” agreements and project against contractor. authorization agreements for a national REIT.

• Working with international fixture supplier in litigation against national • Assisting a large regional construction company in winding down construction company. business and closing out multiple projects for subsidiary.

• Represented developer in dispute with golf course contractor.

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a large explosion at our client’s refinery in Baton Rouge, Louisiana. Energy & Environmental Law Approximately 6,000 residents sued our client under a negligence and strict liability theory (the old strict liability standard – pre-1996). This strict liability standard is an extremely tough standard for owners, but in a bifurcated trial in Louisiana, Winstead was able to convince the judge that 2008 has been a busy and productive year for the Energy & our client had not acted negligently, and more surprisingly, that our client Environmental Practice Group. In the environmental area, we added Dan was not liable for the explosion, even under the pre-1996 law. With no Vineyard as a shareholder from the Baker Connelly firm. Dan served as liability, the causation and damage issues were not tried. senior counsel in the environmental area at Chevron for many years, handling or supervising much of its Superfund work. Dan’s addition adds significant environmental depth and expertise to The Woodlands and Houston offices, and he has been hired to handle several large Chevron Government enforcement Superfund cases. In the Energy area, we added Gary Compton as a shareholder in our Austin office. Gary splits his time between our group & Regulated Industries and the Public & Regulatory Practice Group. Gary has a vast amount Litigation of energy experience, formerly serving not only as counsel to the Texas Railroad Commission, but also on the interstate Oil and Gas Compact Commission. In Houston, following Greg Mathews’ transition to Chevron, we recently added Tracy Walne and Kate Willyard to our Energy Practice Winstead’s Government Enforcement & Regulated Industries Litigation Group. Tracy has more than 30 years of experience in handling oil and Practice Group’s impact continues to grow. The practice group was gas transactional work for an extended portfolio of oil and gas clients. formed in 2007 to respond to the stepped-up efforts by government Tracy, assisted by Kate, also does bank financing and title work for energy officials and regulatory agencies to enforce consumer protection statutes and banking clients. and industry regulations. The expertise of the practice group is what sets us apart from other Texas law firms. Below are examples of matters the Winstead’s Energy & Environmental Practice Group wins big group handled in 2008. arbitration for the third largest global energy company On August 22, 2008, an arbitration panel handed down a 65-page opinion Private Investment Mining Group: A major private investment firm, holding that our client, the third largest global energy company, had no specializing in metals mining and processing, called on Winstead to assist contractual obligation to indemnify an international oil and gas company with battling for control of certain assets of a mining firm in bankruptcy. for tens of millions of dollars in environmental clean up costs at 22 gas The battle has been raging on multiple fronts. In addition to calling on plants and other industrial sites that were jointly sold for $3.75 billion Winstead’s bankruptcy, restructuring, and environmental practice groups, in 2000. Winstead successfully tried this arbitration for our client before our client needed help with both the Texas Attorney General and the U.S. a panel of 3 arbitrators. The contractual indemnity language between Department of Justice. That brought in the Government Enforcement & our client and the oil and gas company involved in this arbitration was Regulated Industries Litigation Practice Group. Though represented by approved by one of the principal in-house merger and acquisition national counsel, it was Winstead’s combined efforts that ultimately led lawyers, and is identical to the language included in three subsequent to our client’s concerns finally being addressed by the Department of purchase and sales agreements under which our client subsequently Justice. sold additional producing properties. Therefore, the arbitrators’ decision in favor of Winstead’s client will likely be dispositive of the plaintiff’s Food Industry: Winstead represents a number of restaurant enterprises, environmental indemnity claims against our client under all three of those and this year’s salmonella scare brought them great concern. One of other contracts. One thing that makes this victory so sweet is that in an our clients, though not the target of any investigation, was singled out effort to put pressure on the defendants to settle, the plaintiff voluntarily and asked for all its customers’ credit card receipts so that the health reported to several governmental agencies during the course of the department could make random calls to customers about their eating arbitration that several of the sites needed to be cleaned up at our client’s habits. Caught between statutes requiring restaurants to cooperate with expense. Now, the plaintiff has to clean them up at its sole cost! the health department and statutes requiring them to protect customers’ personal information, our client received the immediate intervention of Winstead Obtains Favorable Judgment for the world’s largest oil and Winstead’s team that included the Government Enforcement & Regulated gas corporation Industries Litigation Practice Group. Working nearly non-stop over a The Energy & Environmental team obtained a favorable judgment weekend, a successful resolution satisfying both the health department’s for the world’s largest oil and gas corporation. The case involved and our client’s concerns was reached.

16 winning For our clients

Down Payment Assistance Providers: Winstead’s Government Enforcement & Regulated Industries Litigation Practice Group successfully Intellectual Property sought an order in U.S. District Court for the District of Columbia preliminary enjoining the U.S. Department of Housing and Urban Development’s October 2007 regulation that would decimate housing down payment assistance programs sponsored by, among others, our Prosecution clients—two faith-based organizations, a Mobile, Alabama community ministry and an Austin, Texas Baptist church. The U.S. District Court In 2008, Winstead’s Intellectual Property Practice Group (IP Practice later invalidated the HUD regulation, finding HUD’s explanation for the Group) handled agreements for patent work for eight of Texas’ leading regulation reflected a lack of reasoned decision-making and therefore universities and medical institutions, totaling $900,000. Below is a short violated the Administrative Procedures Act. overview of the types of clients we assist with prosecution matters. In the area of biotechnology, the IP Practice Group represents many Title Insurance: Winstead’s Government Enforcement & Regulated leading companies and universities, including: Industries Litigation Practice Group represented a major title insurance underwriter and its affiliate in a hotly contested enforcement action • An emerging specialty pharmaceutical company by the Texas Department of Insurance (TDI). TDI sought stiff penalties • A leading Texas college of medicine against the companies for charging Texas consumers for mortgage lien • A developer of advanced pain management systems release services. TDI contended Winstead’s clients were double charging • A biopharmaceutical company focused on drug discovery consumers because the lien release services were part of “closing the • A biopharmaceutical manufacturing company title transaction” and therefore already included in the base title insurance • A life science technology developer premium. The State Office of Administrative Hearings’ judge held • A research-based technology developer otherwise, agreeing with Winstead’s legal briefing that the charges were entirely proper. The court’s opinion provides clarity to the title industry on In the area of nanotechnology, the IP Practice Group represents: what services are included in “closing the title transaction.” • One of the nation’s leading cancer centers Direct Marketing: Winstead successfully represented a national direct • A leading aerospace company (new materials) marketing company in an investigation by the Texas Attorney General • A thermoelectric devices company (conversion of thermal energy over alleged deceptive trade practices with respect to the client’s direct into electrical energy-ETF award recipient from state of Texas) mail and internet advertising. Winstead’s Government Enforcement & • Many other leading medical and educational institutions Regulated Industries Litigation Practice Group worked with the client to cooperatively resolve the Attorney General’s concerns. The investigation In the area of energy (clean/alternative/renewable), the IP Practice Group ended favorably without a penalty or finding of wrongdoing. represents:

Automobile Insurance Agents: Winstead’s Government Enforcement & • A technology development company that works in the discovery Regulated Industries Litigation Practice Group successfully represented and generation of natural gas a collection of general agents who helped manage “Non-resident • A research and development firm that is creating new automobile insurance” programs providing coverage to Mexican and improved separation technologies for the petroleum, residents driving vehicles licensed in Mexico and traveling in the United petrochemical, environment and power generation industries States in overturning an ex parte cease and desist order issued by the • A provider of energy efficiency and renewable energy solutions for Texas Department of Insurance. The order found that the agents had homes and businesses engaged in fraudulent acts and the unauthorized business of insurance. • An international provider of tubular technologies for drilling and After examining the evidence presented and the applicable law, an completions Administrative Law Judge determined the Commissioner’s ex parte • A leading oilfield services company supplying technology, emergency cease and desist order should be set aside in its entirety. integrated project management and information solutions • A company focused on providing commercial alternatives for traditional fossil fuels

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Transactions Tort & Insurance Litigation Winstead’s IP team handled two complex, million-dollar-plus transactions for a large software company based in Frisco, Texas. The deal was the result of a 24-7 effort over the last 80 days, put forth by a Winstead team made up of a “multi-practice group” that included 35 attorneys, patent • Defended an insurer of an oil field service company that was sued agents and paralegals. after nine people died in an explosion of oil field waste material at an Angleton, Texas, waste reclamation facility. The plaintiff claimed it Litigation was an additional insured under the defendant’s policy, and that the pollution exclusion did not apply. The district court ruled in favor of IP litigation has been exploding over the past year for the firm. Winstead’s our client on both issues (The plaintiff was not an additional insured; Houston office has three major ongoing patent cases, two in Houston in the pollution exclusion did apply), and the court of appeals affirmed on the southern district, with an additional companion trade secret case in the basis of the pollution exclusion, letting the district court’s decision Houston district court and related proceedings in Boston, Massachusetts. on the additional insured issues stand. The court of appeals’ opinion In addition, there is a trademark case on behalf of a luxury automaker contains a long discussion about the pollution exclusion and its various being handled in tandem with Houston litigation attorneys, and several terms and provisions. copyright and trademark disputes. Below is a short sample of the types of IP litigation clients we have been representing: • A unanimous Texas Supreme Court held that Winstead’s client, a building supply company, was entitled to a defense under a policy in an • One of the top-rated online insurance companies unsettled area of Texas law. The question is one of trigger: what events • A leading developer of digital voice technology or damage is sufficient to require a liability insurer to provide a defense • A large commercial fencing company to and indemnify its insured? Older Texas and fifth circuit cases • A leading global network marketing company that provides health suggest that the insurer whose policy covers the point in time when the and wellness solutions damage “manifests” itself must defend; newer authority gives the duty • A California-based, high quality golf equipment manufacturer to all insurers during the period of time when the damage “occurs,” • A leading manufacturer of innovative law enforcement mobile whether or not it has manifested itself. This is a very important issue technology and one that was unsettled in Texas.

• Winstead successfully defended our client, one of the world’s largest Labor, Employment & retailer of home improvement and construction, against a complex nonsubscriber employee injury suit that lasted more than two Immigration years. The plaintiff claimed he was blinded and suffered a series of debilitating strokes due to the negligence of a fellow employee. The Winstead team filed a motion for sanctions and requested the case be dismissed and that the plaintiff and his lawyers be ordered • Resolved contentious litigation against one of the firm’s largest to pay our client the defense costs and attorney’s fees. The court clients, resulting in a take nothing judgment for the plaintiff, and heard Winstead’s Motion to Dismiss argument and, shortly thereafter, recovery of fees for the client. plaintiffs agreed to dismiss their claims without prejudice. This was a huge victory for our client. • Retained by large, national retailer based in California to defend several charges filed with the Equal Employment Opportunity • Successfully defended a trucking and transportation company in a trial Commission and other employment-related matters. in Federal Court in Sherman, Texas. In a case that involved a head-on collision and an 18-wheeler, the jury found there was no negligence on • Retained by a global leader in energy trading and risk management behalf of our client. solutions to handle more than 30 immigration files. • Winstead obtained a significant victory for an insurance client in the • Defended large, international oil company in several union-related Dallas Court of Appeals. The case involved an insurance coverage disputes. question concerning policy exclusions based in construction defects

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and property damage. The court held that our client owed no duty to others who claimed to have an interest in the policy and the insured in share costs paid by another carrier in defense or settlement of claim Indiana state court which was affirmed on appeal. where the insurance company contended it did not provide coverage. The trial court below initially held in favor of our client and later • We have successfully resolved a number of cases for favorable changed its ruling based upon a Dallas Federal District Court ruling that settlements and have assisted the client in formulating policies and has now been overturned. procedures for handling and preventing future claims, and developing a process for early review and resolution of future claims. • Defended a large insurance carrier in Indiana against claims of breach of contract and bad faith. We were able to resolve the case for a great • Representing a nursing home group this year against claims of both settlement. Winstead was also successful in defeating claims made by employee injury and wrongful death claims by the families of residents.

Professional excellence

THE FIRM The Financial Industry Group launched the firm’s first Web blog, toughtimesforlenders.com. The leading writers include Mike Winstead PC celebrates its 35th Anniversary. Baggett, Keith Mullen, James Ruiz and Lou Strawn.

Greg Erwin was named managing shareholder of Winstead’s Houston The new Web casts, available on the Appellate Practice Group page office. Greg succeedsRoss Margraves, who served as Winstead’s of winstead.com, give Winstead the opportunity to demonstrate Houston office managing shareholder for seven years. the strength and expertise of the firm’s Appellate Practice Group’s attorneys as they represent recent cases before the Supreme Court of Dallas Shareholder Roland Love was elected to Winstead’s Executive Texas. Committee. Roland replaces Bob Fisher who left Winstead to become general counsel for Winstead’s top 100 client, Camden Property Trust. Roland chairs the Real Estate Litigation sub-practice group and is known HONORS for his strong leadership skills and dedication to the firm and its clients. Texas Lawyer: Winstead 10th largest law firm in Texas Winstead elected Justin Presnal as shareholder. Justin is a member of Winstead was ranked 10th largest law firm in Texas byTexas Lawyer. the Appellate Practice Group in Houston. Chambers & Partners USA Guide: America’s Leading Business Winstead created a scholarship program targeting first-year, top minority Lawyers candidates at three Texas law schools. Each scholarship includes a one- Seventeen Winstead attorneys from seven different practice time grant of $20,000 and a position in the Winstead Summer Associate areas (Real Estate, Finance & Banking, Immigration, Environment, Program. Unique to this scholarship award is that a portion of the grant Construction, Tax and Insurance) ranked as some of America’s leading ($2,000) is presented to each scholarship recipient’s student interest business lawyers. group of choice Go-To Law Firm Houston Shareholder Stewart Whitehead was named chair of Winstead’s Clients Comerica Inc. and AEGON USA, Inc. nominate Winstead as a Construction Practice Group. Go-To Law Firm for Leading Financial Services Companies.

The Woodlands office relocates to 24 Waterway Avenue on The Woodlands Dallas Business Journal: Best Real Estate Deals of the Year Waterway. The new location further enhances Winstead’s reputation as a In February 2008, the Dallas Business Journal presented the Best leading law firm in The Woodlands, the Houston area and throughout the Real Estate Deals of 2007. Several Winstead projects were selected, country. including: Comerica Inc., Bank of America, Museum Tower, The Presidio, Victory Park (Phase II), and The Villages at Fairview and Allen.

19 Professional excellence

Who’s Who Legal: Texas 2008 Joel Reese named Top Business Defender by the Dallas Business Eleven Winstead attorneys were recognized as Texas’ leading business Journal. lawyers in Who’s Who Legal: Texas 2008. A list designed to be a resource for clients seeking legal counsel, Who’s Who Legal: Texas lists 552 of the Mark Johnson elected to serve as one of four trustees for American state’s leading private practice lawyers across 24 distinct areas of law. Performance Funds.

Texas Lawyer: Summer Associates Survey Governor Rick Perry announced his re-appointment of Craig Enoch to Winstead ranked #2 and #3, respectively, for the percentages of women the Texas Judicial Districts Board. summer associates and minority summer associates, according to a survey of the top 25 Texas law firms. Tom Hutcheson elected to Advisory Board of the Boy Scouts of America. The Best Lawyers in America 2008 Sixty-four Winstead attorneys were selected through a peer-review Talmage Boston selected to serve on Advisory Board of Maguire survey of top attorneys in the country. Of more than 1,400 law firms Center for Ethics and Public Responsibility; and the Texas State Bar with attorneys listed in Best Lawyers, Winstead ranked #1 in Texas in Board of Directors. Insurance Law with 6 attorneys listed, #1 in Texas in Real Estate Law with 18 attorneys listed, #1 in Dallas in Real Estate Law with 8 attorneys listed, Stewart Whitehead elected chair of Meals on Wheels and More and #1 in Houston in Real Estate Law with 9 attorneys listed. Board of Directors.

Texas Monthly: Rising Stars Mike Cook elected to American Law Institute. Twenty-four Winstead attorneys were named Rising Stars. Only 2.5 percent of Texas attorneys receive this honor each year Austin Business Journal named Mary Keller a Profiles in Power Finalist. DMagazine Eleven Winstead lawyers named Dallas’ top lawyers in D Magazine. Talmage Boston received his fourth State Bar of Texas Presidential Citation. D CEO Magazine D CEO magazine named Noelle Garsek a Rising ThirtySomethings in Dallas Shareholder and Texas Representative Dan Branch selected to Commercial Real Estate. join Dallas Mayor’s Task Force and appointed to the Legislative Budget Board by Speaker Tom Craddick. H Texas Magazine Sixteen Winstead lawyers named Houston’s Top Lawyers in H Texas Justin Hoover was accepted into the 2008-2009 Leadership Class of Magazine. Fort Worth and was named as chair of the Southwest Regional Board of the Make-A-Wish Foundation of North Texas. Pete Winstead honored with the W. Neal Kocurek Legacy Award in recognition of his tremendous contributions to the civic and business The YMCA awarded James Ruiz with the Gerald T. Olson communities of central Texas. Distinguished Service Award.

Clyde Parker named chairman of The South Montgomery County Rebecca Massiatte appointed to serve on the Laws Relating to Woodlands Economic Development Partnership. Immigration and Nationality Committee.

Ross Margraves appointed to a 3-year term on the Board of Visitors at Alex Valdes accepted into 2009 Leadership Austin Class. Texas A&M University’s Galveston Campus. Koy Killen co-founded and was elected chairman of the Tarrant Harry Joe selected for the 2008 Minority Business Leader Awards by the County Bar Association Energy Section. Dallas Business Journal. Elliot Clark elected as the vice-chair of the Construction Section of Denis Braham named one of Lawdragon’s 100 Managing Partners You the Austin Bar Association. Need to Know.

20 prOfessional excellence

Bill Ramey of the Houston and The Woodlands offices appointed to the Roland Love elected to the Council for the Real Estate, Probate, and Austin Alliance Steering Committee, an affiliate of the Rice Alliance. Trust Law Section of the State Bar of Texas.

Harry Joe made the 2008 International List of Who’s Who of Corporate Michelle Rieger elected chair of the Construction Section for the Immigration Lawyers. State Bar of Texas.

Jeff Burbach was elected to the Board of Directors for South Mike Baggett elected chairman of the Fellows of the State Bar of Montgomery County Woodlands Chamber of Commerce. Texas Foundation.

Tom Forestier was appointed general counsel/chairperson of the legal Jay Madrid named chairman of the Fellows of the Dallas Bar committee for the Houston Golf Association. Foundation.

diversity committee Report

Diversity is an essential ingredient of Winstead’s culture and success. The events were designed to promote business development and Our firm and our firm’s leadership team are strongly committed to the networking opportunities for both clients and the Women’s Alliance. recruitment, retention, development and advancement of men and women of all backgrounds so that our workforce reflects the diversity of our clients • Key Diversity Initiatives and our communities. This commitment to diversity applies to our attorneys, Through the efforts of the Diversity Committee, we have staff and to the selection of our business partners and vendors. systematically implemented activities such as monitoring case assignments for participation of diverse attorneys; skill For the past two years, Winstead has refocused its efforts and resources strengthening and mentoring for all attorneys; introducing diverse to achieve meaningful increases in diversity within our firm. And although attorneys to key clients for fostering lasting relationships; and revision of Winstead’s alternative work policy, mentoring program we are proud of our progress, we recognize that we must continue to set and assignment systems. new goals and expand our efforts. We appreciate our attorneys who have contributed to the success of our diversity efforts. We are looking forward Because diversity requires not just ideas, but action and support, Winstead to continued success in the years to come. actively participated this year in a number of key organizations and events including: Listed below are a few noteworthy accomplishments for 2008. ­ - Jackie Robinson Foundation Scholarship Co-sponsor • Diversity Scholarship Program ­ - Texas Minority Counsel Program In 2008, the firm launched the Winstead Juris Doctor Scholarship ­ - Minority Corporate Counsel Association program targeting first-year top minority candidates. The inaugural ­ - Asian American Bar Association of Houston recipients included Aida Wondwessen (Southern Methodist ­ - National Bar Association Convention University), Sameer Saxena (University of Houston Law Center) ­ - Hispanic Bar Association of Houston President’s Day and Suparna Salil (University of Texas School of Law). Each of the ­ - Houston Association of Black Journalist Gala Winstead scholarship recipients will receive a one-time grant of up ­ - Houston Diversity Council (Winstead is a founding member) to $20,000 and a position in the 2009 Winstead Summer Associate ­ - Tomorrow’s Attorneys Pipeline Program Program.

• Women’s Alliance Winstead’s Women’s Alliance is continuing to move forward with its goals and plans that were set in 2007. In May 2008, the Women’s Alliance hosted three landmark business development and networking events for firm clients in Austin, Dallas and Houston. Tom Forestier Teresa Schneider Chair, Diversity Committee Chair, Women’s Alliance

21 community relations report

Committed to our Communities Houston Livestock Show and Rodeo Winstead’s commitment to serving our communities dates back to the Interfaith of The Woodlands firm’s inception. We support our communities by providing pro bono Jackie Robinson Foundation legal assistance to low-income individuals and non-profit organizations, Jewish Community Center of Dallas supporting charitable organizations, volunteering our time as board John H. Reagan Elementary School – Dallas members and assisting with fundraising projects. Some of the Kids Who Care, Inc. organizations Winstead proudly supported in 2008 include: Lone Star Girl Scout Council Lyric Opera of Austin AEGON Foundation Make-A-Wish Foundation American Cancer Society March of Dimes American Diabetes Association Meals on Wheels and More American Heart Association Medina Valley ISD Education Foundation American SIDS Institute Muscular Dystrophy Association Arthritis Foundation National Multiple Sclerosis Society Attorneys Serving the Community Partners in Education- Travis Heights Elementary Austin Children’s Museum Paws for Patriots Austin Museum of Art Post Oak Family YMCA Boy Scouts of America Promise House, Inc. Boys & Girls Clubs of the Capital Area Pulmonary Hypertension Association Brock Elementary Rainbow Days Cancer Foundation Ronald McDonald House Candlelighters Childhood SER Jobs For Progress Captain Hope’s Kids South Montgomery County YMCA CASA SPCA Children’s Justice Project Special Olympics Colorado River Foundation St. Jude Children’s Research Hospital Cook Children’s Health Care System State Fair of Texas Crystal Charity Ball Susan G. Komen for the Cure Cystic Fibrosis Foundation Texas Alcoholism Foundation Dallas Center for the Performing Arts Texas Community Building with Attorney Resources Dallas Opera The Helping Hand for Children Dallas Symphony Orchestra The Leukemia & Lymphoma Society Dallas Theater Center The Woodlands Arts Council Dallas Zoological Society TITAS Disabled American Veterans Twilight Wish Foundation Downtown Dallas United Way of America El Paso Symphony Orchestra Association VICTORY Board Entrepreneur’s Foundation - Freedom Day Volunteer Legal Service Eugene Field Elementary School West Austin Youth Association Fort Worth Museum of Science and History Women Helping Women Greater Dallas Council on Alcohol & Drug Abuse Woodlands Rotary Club Habitat for Humanity YMCA Heritage Society of Austin Hidalgo Foundation of Bexar County Hill Country Conservancy Houston Grand Opera

22 pro bono report

Winstead greatly supports the right to legal representation, especially LifeWorks access for the less fortunate, marginalized and disadvantaged. Our Lutheran High School Association of San Antonio attorneys, paralegals and legal assistants donate numerous hours each Maria Kannon Zen Association, Inc. year to a wide variety of organizations and individuals. Meals on Wheels and More Mercy Street Leaders in the Community: Museum of Nature and Science - Dallas, Texas The following is a list of organizations in which Winstead attorneys NCAA 2011 Men’s Final Four - Local Organizing Committee currently serve as pro bono general counsel or legal counsel or special North Dallas Chamber of Commerce counsel for projects. North Houston Catholic High School North Texas Super Bowl XLV Host Committee Academy of Medicine, Engineering and Science of Texas Northwest Assistance Ministries, Inc. Asian American Forum, Inc. Plano Children’s Theater Avalon Place Property Owners’ Association Prison Entrepreneurship Program Big Brothers Big Sisters of Central Texas Providence Homes Dallas British American Business Counsel - DFW Foundation Real Estate Council Catholic Charities of the Archdiocese of Galveston-Houston Regents School of Austin Contact Crisis Salesmanship Club of Dallas Dallas Lutheran School Sam Houston Area Council Boy Scouts of America. Dallas Regional Chamber Sininian Development Dallas Symphony Orchestra St. Michael Catholic Church-Houston Dallas Tennis Association Susan G. Komen for the Cure Dallas Texans Soccer Club Texas Corinthian Yacht Club Dallas/Fort Worth Hospital Council Texas Scottish Rite Hospital for Children DaVinci School Texas Urban Forestry Council DIAL - Developing Independent Adult Living The Woodlands Children’s Museum Dispute Resolution Services of Tarrant County, Inc. The Woodlands Waterway Arts Council Family Eldercare University of Texas System First Tee of Dallas Uplift Education Forest Heights Neighborhood Development Corporation Winston School Foundation for Arlington Youth YET Centers of Houston FUNED, Honduras YMCA of Austin Grace Church Frisco Young Widow - Chapter Two Greater Dallas Chamber Young Professionals Greater Houston Convention and Visitors Bureau Legal Aid Organizations: Harris County Healthcare Alliance Several Winstead attorneys volunteer for various legal aid organizations Harris County Precinct One that are instrumental in preserving “equal access to justice.” Some of Helping Hand Home for Children these organizations include: Houston Golf Association Houston International Seafarers’ Centers Dallas Volunteer Attorney Program Houston Livestock Show and Rodeo Dallas Urban Land Bank Program Houston SPCA Court Appointed Special Advocates (CASA) Houston Super Bowl XLVI Bidding Committee Houston Volunteer Lawyers Program Houston Technology Center Legal Aid of Northwest Texas Jesuit College Preparatory School Young Alumni Association Texas C-Bar Jewish Federation of Greater Houston Volunteer Legal Services of Central Texas Joe Sample Youth Organization, Inc. Kardivas, Inc. For more questions regarding Winstead’s pro bono legal assistance, please KIPP, Inc. (Knowledge is Power Program) contact John Reenan, at 214.745.5109 or [email protected]. Legal Aid of Northwest Texas

23 Leadership Winstead

Congratulations to the members of Leadership Winstead 2008. And special appreciation to the coordinating shareholders of Leadership Winstead 2008, Cheryl Crabbe and Mike Johnson.

Leadership Winstead is a program designed to reward those associates in the firm who have demonstrated a high level of leadership, loyalty, and work ethic by (a) further developing in those associates the core values and history of Winstead; (b) exposing associates to the business side of the firm; (c) developing our associates’ leadership potential and skills; and (d) enhancing our associates’ overall experience with the firm. Senior shareholders assist by developing an agenda for interactive programs on various topics. The associate members and shareholder advisors meet formally once a month with more informal settings throughout the year.

Members of Leadership Winstead 2008 include:

Cheryl Cain Crabbe – Kathryn S. Kildebeck Tracey R. Scoggin Kyle R. Watson Coordinating Shareholder

Michael B. Johnson – Robert J. Montoya David F. Staas Coordinating Shareholder

Paige Ingram Castañeda Joseph P. Regan John Mark Stephens

Greta E. Goldsby Brooke J. Reynolds Alex S. Valdes

24 NEW ATTORNEYS

Timothy H. Bannwolf – Shareholder Seth McNew – Associate San Antonio, Finance & Banking Dallas, Real Estate

Kathryn Blackney – Associate Jennifer Messer – Associate Houston, Real Estate Dallas, Corporate, Securities/Mergers & Acquisition

Catherine E. Bright – Associate Allen Moon – Staff Attorney Dallas, Wealth Preservation Dallas, Intellectual Property

Ryan Bush – Associate Chris Murphy – Associate Dallas, Commercial Litigation Austin, Corporate, Securities/Mergers & Acquisitions

Polin Chieu – Associate Thomas W. Oliver – Of Counsel Houston, Intellectual Property Dallas, Corporate, Securities/Mergers & Acquisitions and Taxation, Employee Benefits & Private Business Gary D. Compton – Shareholder Austin, Public & Regulatory Law Kirk D. Rasmussen – Shareholder Dallas, Public & Regulatory Law Kathy M. Connelly – Associate Houston, Wealth Preservation Kristina Fumiko Rollins – Associate Austin, Public & Regulatory Law Michael C. Danforth – Associate Dallas, Taxation, Employee Benefits & Private Business Gracie Saenz – Shareholder Houston, Government Relations Ryan Dickerson – Associate Dallas, Real Estate Laura Schultz – Associate Dallas, Business Restructuring/Bankruptcy Tony Eppert – Of Counsel Houston, Taxation, Employee Benefits & Private Business Sunita Shirodkar – Associate Houston, Labor, Employment & Immigration Elaine Flores – Associate Dallas, Finance & Banking Brian Short – Shareholder Dallas, Real Estate Structured Finance Greta G. Goldsby – Associate Austin, Finance & Banking Louis Stoler – Shareholder Houston, Finance & Banking Emily Herbster – Associate Houston, Commercial Litigation Daniel E. Vineyard – Shareholder The Woodlands, Energy & Environmental Law Barrett R. Howell – Associate Dallas, Corporate, Securities/Mergers & Acquisitions Walter H. Walne III – Of Counsel Houston, Energy & Environmental Law David Lovell – Associate Dallas, Intellectual Property Marshall T. White – Of Counsel Houston, Public Finance Matt Mattson – Associate Dallas, Intellectual Property Benjamin Wickert – Associate Houston, Commercial Litigation Stuart McMahen – Associate Houston, Corporate, Securities/Mergers & Acquisitions Katherine A. Willyard – Staff Attorney Houston, Energy & Environmental Law

25 Our Strategic Focus We are a full-service business law firm built on strong Core Values. Teamwork, Office Locations intensity and excellence are indisputable principles. Our diverse and Austin extraordinary practice and industry groups complement each other and work 401 Congress Avenue together to achieve our overriding goal: To provide superior legal services Suite 2100 and value to our clients in a demanding business environment. We do so by Austin, Texas 78701 512.370.2800 office understanding their businesses and industries as an extension of their team. 512.370.2850 fax Their successes are our successes. Dallas To provide quality legal services to our clients in an unpredictable global 5400 Renaissance Tower 1201 Elm Street economy, we must strategically build and enhance the business base of our firm. Dallas, Texas 75270 In furtherance of this goal, we will develop, maintain and leverage our dominant 214.745.5400 office core competencies in industries where we are market leaders, particularly with 214.745.5390 fax respect to real estate and financial services. At the same time, we will explore Fort Worth and, where appropriate, continue to expand into emerging regional and national 1100 Carter Burgess Plaza business markets. 777 Main Street Fort Worth, Texas 76102 817.420.8200 office Winstead Commitment to Clients 817.420.8201 fax We are more than just your attorneys – our knowledge of your business and industry makes us an extension of your core business team. We are practical, Houston roll-up-our-sleeves lawyers committed to using our broad legal experience to 1100 JPMorgan Chase Tower 600 Travis Street relentlessly pursue innovative solutions on your terms. Our Core Values include: Houston, Texas 77002 713.650.8400 office 713.650.2400 fax Teamwork We accomplish more together than we could alone, knowing that inclusiveness is San Antonio essential to teamwork, and we are willing to give more than we receive. 700 North St. Mary’s Street Suite 1900 San Antonio, Texas 78205 Excellence 210.277.6800 office We expect and accept only the best. 210.277.6810 fax

The Woodlands Personal Growth 24 Waterway Avenue We challenge ourselves and will continually examine and raise our expectations. Suite 500 The Woodlands, Texas 77380 Respect 281.681.5900 office We respect each other, our clients, our adversaries and the law. We support and 281.681.5901 fax take pride in our firm and each other. Washington, D.C. 1120 20th Street, NW Integrity Suite 700, North Building We are fair and honest in all we do. The truth is absolute – regardless of Washington, D.C. 20036 202.572.8000 office consequences. 202.572.8001 fax

Dependability ©2008 Winstead PC We take responsibility, act professionally and will meet or exceed expectations. winstead.com Intensity We are committed to and relentlessly pursue all we undertake.

Service We serve our clients, our firm, each other, our profession and our community.

Commitment We are loyal to our clients and each other, and provide long-term opportunity and stability. Winstead Commitment to Clients “We are more than just your attorneys–our knowledge of your business and industry makes us an extension of your core business team. We are practical, roll-up-our-sleeves lawyers committed to using our broad legal experience to relentlessly pursue innovative solutions on your terms.”

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