SHERRY L. HOLLAND 2908 Fox Knoll Ct. Cell: 815-355-0438 Johnsburg, IL.

60051 EXECUTIVE SUMMARY General Counsel and Secretarial responsibilities with public and private sector companies with North American and global operations. Management of all aspects of Companyas legal affairs, providing counsel to senior management and the Board of Directors in M&A, securities, corporate governance, public debt and equity f inancing, intellectual property, risk management and asset management. Diverse industry experiences in specialty metals; mining; construction; inner city redev elopment; agricultural/chemical manufacturing; and research and development. Fl uency in Spanish; understanding of Russian, Polish and Arabic. EXPERIENCE THE RESEARCH FOUNDATION OF SUNY, Albany, NY 2010 to Feb, 2011 Private not for profit educational corporation responsible for $1 billion of the sponsored research programs and fiscal administration of those programs for the state of New Yorkas university system Senior Vice President, General Counsel and Secretary Provide legal services and support to senior management on governance, litigatio n, employee relations, corporate structuring and corporate strategic matters. R eport to President as member of senior management team; Corporate Secretary to B oard of Directors. As Chief Legal Officer, manage an eleven member legal depart ment. a Governance: Responsible for the adherence of new governance guidelines of the corporation and the reformulation and updating of corporate policies and proced ures; Board bylaws, charter and committee charters. a Corporate Asset Management: legal management of the corporate structure of aff iliated corporations; joint ventures; partnerships and programs with the public and private entities. a Risk Management: Management of corporationas risk management portfolio and th e placement of all insurance related to corporationas varied and complex program s and employee structure. a Intellectual Property: supervise the intellectual property portfolio of the fo undations vast licensing, patent and copyright matters in conjunction with a gro wing economic and entrepreneurial partnership base with private and public entit ies. Supervise the growing intellectual property litigation portfolio. a Litigation: Provide leadership regarding the corporationas litigation strateg y supervise the active litigation case load of the corporation in state and fede ral courts; and manage the administrative hearing portfolio. A.M. CASTLE & CO., Franklin Park, IL 2006 to 2008 $2.5 billion public specialty metals company with global presence and highly dev eloped distribution system. The Company listed on the New York Stock Exchange i n 2006. Vice President, General Counsel and Secretary Provided legal services and support to senior management on governance, business structuring, and other corporate strategic legal matters. Reported to CEO as m ember of senior management team; served as Corporate Secretary to Board of Direc tors and Board committees. Created Law Department and managed staff; oversight of $3 million dollar legal budget.

a Compliance/Ethics: Chairman of the Corporate Compliance/Disclosure Committee and Chief Compliance Officer. Drove compliance with Sarbanes-Oxley Act, filings with NYSE and SEC and other agencies; ensured compliance with other regulatory laws to which the company was subject. Managed employee disclosure hotline. Im proved internal regulatory audit practices and procedures and set up Standards o f Business Conduct. Created securities trading system on-line for employee and director options trading. Authorized an FD policy and corporate Ethics complian ce questionnaire for annual corporate ethics training. a Securities: Placed Companyas $42 million public offering; registered the Comp any on the NYSE. a Governance: Rewrote Boardas Charter and committee charters as Secretary to the Board of Directors; amended bylaws and committee structure which successfully a llowed Company to function under NYSE, SEC and IRS rules. a Global Mergers/Acquisitions: Set up business entities in China, SE Asia, Singa pore, Mexico and Dubai, including negotiation and authorship of major supply con tracts with governments and large OEMas. Managed legal aspects of acquisitions of companies in France, UK, Canada and Mexico. Divested two North American comp anies with significant monetary gain for Company. a Asset Management: Drove successful integration and cultural change policies of the CEO following restructuring of Companyas global infrastructure to accommoda te the absorption of acquired companies. Instituted legal tax audit and realign ed state tax filings for savings of over $10 million. a Finance: Managed legal aspects of a renegotiation and amendment to Companyas $ 380 million public debt and renewal of its debt revolvers. a Customs: Completed legal audit of customs procedures and supervised creation and implementation of customs manuals; policies and procedures; and compliance o perating training for the businesses. Successfully negotiated U.S. Customs law suits for non-compliance issues on global scale with savings of $10 million in p enalties. a Risk Management: Placed policies covering corporate risk insurance functions and managed associated litigation. Supervised yearly risk assessment of corpora te assets, policies and procedures. a Intellectual Property: Implemented legal audit of Companyas intellectual prope rty portfolio resulting in streamlining Companyas registered trademarks for prop er compliance with global requirements and integration of acquired companies und er the Company IP. a Management: Automated all the Companyas and Boardas legal records for manageme ntas current, immediate access and real time updates. KIMBALL HILL, INC., Rolling Meadows, IL 2004 to 2006 $2 billion dollar private Company engaged in vast land acquisitions in twelve st ates. Company developed these acquisitions into small cities, complete with inf rastructure and public buildings, private homes, condos and townhomes; particula r specialty in inner city redevelopment. In 2006, Company attempted to file a C hapter 11, but failed to accomplish restructure, and as a consequence, is liquid ating all assets by spring, 2009. Associate General Counsel and Assistant Secretary Reported to General Counsel and CEO. Managed all aspects of land acquisition, c onstruction, corporate deal structure and financing. As Assistant Secretary, cr eated and administered over 200 LLCas, private corporations, and partnerships in twelve states and insured compliance of these entities in the states in which i ncorporated. a Real Estate and Construction Transactions: Legal advisor and member of senior management on all aspects of strategic planning for multimillion dollar land and construction transactions, including negotiated and drafted senior and mezzanine financing documentation. Authored legal and financial documentation of over one hundred not-for-profit as

sociations and corporations which included HOAas, condominium associations and r etail property partnerships. Served as lead director of these associations. a Compliance: Advised financial managers on FASB compliance concerning debt equi ty and off-balance sheet financing for over $2 billion in assets. Managed timel y public SEC and state filings required by private corporation. a Asset Management: Negotiated and drafted documentation for asset acquisitions; public debt and private tender offers; established and dissolved over 300 corpo rations, partnerships, LLCas and joint ventures. Negotiated and drafted documen tation for financial vehicles such as industrial revenue bonds, corporate bonds and preferred stock offerings. a Redevelopment: Negotiated and drafted legal and financial documentation for pa rtnerships with cities, state governments, and private/public organizations to c ommence inner city redevelopment projects, including Cabrini Green and Stateway Gardens in Chicago; Sacramento, CA; Tampa, FL and Detroit, MI. IMC GLOBAL INC., Lake Forest, IL 1999 to 2004 Global $9 billion public mining and chemical manufacturing company that mined ph osphates and potash in North America; chemically manufactured into animal feed a nd fertilizer; and sold through company-owned distributorships globally. Compan y was acquired by Cargill in 2004 General Counsel, Phosphate, Salt and R&D Divisions; Corporate Assistant Secretary, Senior Counsel As GC to the Salt, R&D and $3 billion Phosphate Division managed all legal work for securities compliance, litigation, customs, environmental, health and safety , transportation, mining, immigration and customs. Reported to President of Div isions with a dotted line to corporate management in relation to corporate dutie s. As Corporate Assistant Secretary, maintained corporate books; insured legal compliance of all corporate entities in Companyas structure. Drafted and timely filed Proxy and all other SEC and NYSE filings. At the inception of Sarbanes O xley, trained Directors in compliance. a Transactional business Startup: o Negotiated establishment of business in China and placement of six distributor ships and warehouses in six provinces. o Promoted to GC of Salt Division for sole purpose of facilitating the sale of t his division. Negotiated and drafted documentation which resulted in the sale o f Division for gain of over $2 billion. Negotiated closures of several superfun d site participation positions with the U.S. and Kansas EPA which accomplished t he sale without lingering liabilities for the Company. o Negotiated several global R&D joint ventures with foreign corporate entities i n Russia and Latin America to accomplish mining and research on chemical treatme nt of minerals for different product administration in the agricultural crop yie ld area. o Negotiated development agreements with foreign universities, such as the Unive rsity of Kazakhstan, to develop use for the phosphate mining waste which include d gypsum with radioactivity. a Intellectual Property o Maintained and audited the Companyas IP portfolio consisting of over one thous and marks and patents; combined and reduced filings to save Company over $ milli on in filing fees. Worked with engineering and R&D staff to file and update pat ents crucial to Companyas manufacturing businesses. a Complex Litigation o Negotiated economical settlement of a class action suit against the Company by 2000 litigants in three certified classes for a savings in over $3 million in l egal fees and over $1 billion in damages. o Represented Company as first chair in complex mining licensing litigation agai nst several Florida counties, environmental groups and private citizens attempti ng to block the expansion of phosphate mining in Florida. Loss of these license s would have put the Company at financial risk. The litigation was the longest running case (9 months) in State history at trial and appellate levels. Kept li

tigation costs low by managing the expert witnesses and innovative use of an ele ctronic data room for all documents; (over three million documents where produce d for trial). a R&D Division. Streamlined policies and procedures that ensured compliance with government regulations on laboratory processes and patent filings. Managed a D epartment of Agriculture audit and renegotiated over $2 million in penalties to $0 by innovative use of a training video which was accepted by DOA in lieu of pe nalties a Risk Management. Placed all insurance programs and managed complex litigation associated with the policies. Created uniform system for cost-effective managem ent and retention of outside counsel and other experts. a Distributorship Law. Negotiated global distribution agreements which opened up many third world country agricultural markets which enhanced Companyas revenues significantly. PHELPS DODGE CORPORATION, Phoenix, AZ 1994 to 1998 Global $9 million public corporation with 60% of business in 42 countries. Mine d copper, molybdenum and gold it manufactured into all types of sophisticated wi re, sold globally. Company owned a carbon black corporation, product is used in tire and plastics manufacturing. Assistant Secretary; General Counsel, Latin American Businesses; Director, Internal EHS Audit/Training; Director, Real Estate Division a Assistant Secretary. Maintained SEC and other regulatory filings. Secretary t o three of the Board of Director Committees: Litigation, Mining and EHS. Traine d Board and senior management on compliance issues. Maintained corporate books. a Director, Internal EHS Audit. Initiated and managed internal EHS audit team of Companyas global mining facilities. Developed uniform audit checklist and acco untability system for management of facilities. Successfully argued to Board fo r inclusion of EHS audit results in bonus structure. Created training system wh ich reduced OSHA violations and fines by 85% within two years of initiation. Ac cidents were reduced from two figure percentages per quarter to less than 1 acci dent per annum. a Mergers and Acquisitions. Served as lead counsel in acquisition of businesses in Mexico, Latin America, Africa and Russia. Served as lead counsel for startu p businesses in Canada, Mexico and China. a Regulatory Law. Insured corporate compliance of regulatory law in the securiti es, EHS, immigration, customs, transportation and mining laws. Created an on-li ne tutorial for update to global facilities in new developments of these laws. a Director, Real Estate. Managed 20 real estate appraisers and land surveyors wh o made up the real estate/assay department for mining divisions. Created electr onic database and scanning facility for over 20 million acres of land owned and leased by the Company. Developed uniform appraisal system for use by division w hen appraising new land acquisition or lease for Company. a Intellectual Property. Maintained IP portfolio with global patents, trademarks , and copyright registrations. Supervised successful litigation in the Hague ov er patent dispute with Russia. General Counsel of Latin American Divisions a International Law. Supervised transactions initiated by Latin American divisi ons located in Argentina, Chile and Mexico. Negotiated permission of the Chilea n government to install Companyas own port to distribute its copper. Drafted do cumentation to complete all aspects of the project, including treaties, land acq uisition, construction and financing documents. Negotiated and documented compl ex chemical supply agreement with a major international supplier of complex chem icals, assuring reagent supply at set price for the mining divisions for three d ecades. a Transportation. Supervised legal requirements and compliance for Company-owne d international barge fleet and railroads. Drove the negotiation of contracts w ith trail fleet operators which resulted in fixed contracts and price escalators

for operators saving millions of dollars in the two decades forward. Negotiate d a financially successful outcome with Companyas maritime insurer covering a ba rge sinking in Africa. DYKEMA GOSSETT, Chicago, IL 1993 to 1994 Partner level attorney practicing in litigation, regulatory compliance, finance and international acquisitions. Supervised startup of this Detroit law firm in Chicago. Key accomplishment secured a large chemical manufacturing client and d id all of its financial, transactional and tolling agreement work. SAFETY KLEEN CORP., Elgin, IL 1990 to 1993 $5 billion public company, a hazardous waste recycling company and oil re-refine ry corporation. Businesses owned in Canada and Mexico. Assistant Secretary and Associate General Counsel Merger and Acquisition; Complex Litigation; Counsel to Research and Development Division; and Counsel to Risk Management Division. OUTBOARD MARINE CORPORATION, Waukegan, IL 1986 to 1990 Global public $8 billion dollar corporation that manufactured Johnson and Evinru de engines; owner and manufacturer of boating and recreational vehicle companies . The Company franchised distributorships and owned company stores. Assistant Secretary and Senior Counsel. Environmental Law; Mergers and Acquisiti ons; Litigation; Real Estate and Distributorship Law CRUM AND FORESTER, INC., Chicago, IL 1983 to 1985 Claims Trial Counsel in Directors and Officers, Environmental Impairment Liabili ty and General Liability; counsel to underwriters in preparation of new standard policies. MCHENRY COUNTY STATaS ATTORNEY OFFICE, Woodstock, IL 1981 to 1983 Stateas Attorney. Felony assistant. Appointed by County Board as special couns el for zoning and civil rights litigation. UNITED STATES AIR FORCE Major; international intelligence command positions, including a NATO assignment and USAF high-tech electronics R&D unit.

EDUCATION J.D., DePaul University Law College, Chicago, IL, Graduated in upper 15% of clas s MA, Latin American Studies, University of Wisconsin Madison, WI, Department of S tate Fellow BA., Spanish, Summa Cum Laude, University of Illinois, Champaign, IL Language degrees, University of Madrid, Spain; University of Zagreb; Yugoslavia; Moscow University, Former Soviet Union ASSOCIATIONS Board of Trustees, John Marshall Law School, Budget committee Illinois Bar Association, Member Illinois Womenas Environmental Bar, Founding Member Northern Illinois Federal Bar, Member American Corporate Counsel Association, Member New York State Bar Association, Member