Norma Sharara is a partner in the firm’s Executive Compensation, Employee Benefits and Taxation Group. She has more than 20 years of experience in the executive compensation and employee benefits field. Ms. Sharara regularly counsels management and boards of directors of publicly traded and privately held financial institutions and tax exempt organizations on ERISA fiduciary duties, employment and income tax issues, and corporate, securities and regulatory issues involving 401(k) plans and employee stock ownership plans (ESOPs), 403(b) plans, non-qualified deferred compensation plans (including 457(b) and 457(f) plans for credit unions), supplemental executive retirement plans (SERPs), health and welfare plans, equity incentive plans, split dollar and bank-owned life insurance (BOLI) arrangements, employment and change in control agreements and executive separation packages, both in the context of on-going compliance and in the context of mergers and acquisitions and stock offerings. Ms. Sharara has represented clients in achieving favorable outcomes in more than 100 ERISA and IRS audits, self-correction program filings and favorable determination letter requests.

In addition, Ms. Sharara regularly advises management, compensation committees and boards of financial institutions with respect to SEC executive compensation disclosure, compensation philosophy and governance, and compliance with Federal Reserve Board and other regulatory agency guidance on executive compensation and risk management, including the Troubled Asset Relief Program (TARP). Ms. Sharara has extensive experience in assisting clients with SEC filings for employee benefit and executive compensation matters.

Ms. Sharara has particular expertise in designing and drafting deferred compensation arrangements under Code Section 409A, including correcting violations under the IRS amnesty programs for employment agreements, change in control agreements, severance agreements and SERPs.

Ms. Sharara also is responsible for all aspects of creating, operating, merging and terminating tax exempt charitable foundations, with a particular emphasis on foundations formed as part of financial institutions’ stock offerings.

Representative Transactions:

• Represented First Niagara Financial Group, Inc., Buffalo, New York, in its $1.5 billion stock and cash acquisition of NewAlliance Bancshares, Inc., forming a financial institution with more than $30 billion in assets serving communities across Connecticut, Massachusetts, Pennsylvania and upstate New York, including negotiating the terms of the employee benefits provisions of the merger agreement, negotiating executive severance arrangements in order to mitigate Code Section 280G impact, coordinating merger consideration elections for the ESOP and 401(k) Plans, as well as their termination and orderly winding down, advising on legacy nonqualified deferred compensation and BOLI arrangements.

• Represented Oritani Financial Corp., Washington Township, New Jersey, in its stock conversion and $413.6 million common stock offering, and designed and implemented a leveraged ESOP which purchased common stock in the offering.

• Represented First Niagara Financial Group, Inc., Buffalo, New York, in its $302.0 million stock acquisition of Harleysville National Bank and Trust Company and in its acquisition of 57 National City Bank branches from PNC Financial Services Group, Inc., including negotiating the terms of the employee benefits provisions of the merger agreement, negotiating executive severance and retention packages, revising employment agreements, change in control agreements and SERPs to comply with Code Section 409A, and terminating and winding up existing 401(k) plans and KSOPs.

• Represented Northwest Bancshares, Inc, Warren, Pennsylvania, in its $688.8 million common stock offering, including 401(k) plan and the leveraged ESOP’s purchase of stock in the offering.

• Represented Northwest Bancshares, Inc., Warren, Pennsylvania, in its $20.3 million acquisition of Penn Laurel Financial Corp., including negotiating executive and board of directors severance packages, amending board of directors retirement and deferred compensation plans and revising employment and change in control agreements.

• Represented Territorial Bancorp Inc., Honolulu, Hawaii, in its mutual-to-stock conversion and $122.0 million initial public offering, including designing and implementing a leveraged ESOP and facilitating employees’ purchase of shares in the offering through the 401(k) plan.

• Represented Territorial Bancorp Inc., Honolulu, Hawaii, in designing, drafting and implementing a stock-based incentive plan, including drafting proxy disclosure to obtain shareholder approval and coordinating the stock plan design with an independent compensation consultant.

• Represented Investors Bancorp Inc., Short Hills, New Jersey, in its $140.0 million stock and cash acquisition of American Bancorp of New Jersey, Inc., including negotiating separation payments to all departing members of the target board and management team.