Kenneth C. Edgar is a retired partner and former Head of the Firm's Executive Compensation and Employee Benefits practice. With over twenty-five years experience in this area, he has advised clients on a wide variety of employee benefit and compensation issues, ranging from providing guidance on the administration of employee benefit plans to handling compensation matters in some of the most complicated merger transactions and leveraged buyouts. He has provided advice to commercial and investment banking clients concerning employee stock ownership plans and has been involved in the development of new financing structures for ESOPs and new types of securities to be held by ESOPs.  He has also provided extensive advice on compensation-related corporate governance issues, including Sarbanes-Oxley questions and representation of compensation committees, and provided significant counsel to the Conference Board Commission on Public Trust and Private Enterprise, which was co-chaired by Pete Peterson (of Blackstone) and John Snow (currently Secretary of the Treasury), in connection with its report on executive compensation.

Mr. Edgar was responsible for designing the landmark ESOP that enabled Northwest Airlines to avoid bankruptcy and to achieve labor peace in the early 1990s. He was the principal architect of key employee benefit aspects of the Manufacturers Hanover / Chemical merger on behalf of Manufacturers Hanover and the key compensation and employee benefit aspects of the Chemical / Chase Manhattan merger on behalf of Chemical Bank, as well as the J.P. Morgan/Chase merger, on behalf of Chase. He designed a key employee retention program in the MCI / British Telecom merger, which became the MCI / WorldCom merger.  The year 2000 also posed considerable challenges, with significant employee compensation issues arising in the AOL/Time Warner, Associates First Capital/Citigroup and Seagram/Vivendi mergers.

In the late 1980s, Mr. Edgar was a principal architect of preferred securities that helped fuel the ESOP boom in that period. He later helped design a non-leveraged ESOP product that itself became widely used.

Mr. Edgar joined Simpson Thacher in 1976 and became a partner in 1980. He is a member of the New York State Bar Association where he served as Co-Chairman of the Employee Benefits Committee of the Tax Section from 1988 through 1998. He is also a member of the American Bar Association where he serves on the Employee Benefits Committee.  Since 1987 he has been among "The Best Lawyers in America," as selected by that publication, and in 2000 was named a charter member of the American College of Employee Benefits.

As co-chairman of the New York State Bar Association Employee Benefits Committee of the Tax Section, he was a key participant in the creation of reports that helped shape federal government tax policy in the areas of: (i) treatment of employee benefits in mergers and acquisitions, (ii) golden parachutes, and (iii) Code Section 162(m) (concerning the $1 million cap on deductible executive compensation). He has lectured extensively on various aspects of his area of practice, including lectures for the Practicing Law Institute and for the American Bar Association National Institute on Employee Benefit Plans in Corporate Transactions.

Mr. Edgar received his J.D. from New York University School of Law in 1973, where he also received an LL.M. in Taxation in 1978. He received his B.A. from Haverford College, with honors in English, in 1969.

Honors/Associations

•	New York State Bar Association, Co-Chairman, Employee Benefits Committee, Tax Section
•	American Bar Association, Employee Benefits Committee, 1987-Present
•	Association of the Bar of the City of New York

Publications

•	IRS Extends Transition Relief for Code Section 409A Deferred Compensation Arrangements Through 2007
•	Overview of the New Pension Protection Act of 2006
•	Pension Protection Act of 2006 - Plan Assets and Prohibited Transaction Matters
•	IRS Issues Proposed Regulations Under Code Section 409A Covering New Deferred Compensation Rules
•	The New Deferred Compensation Rules
•	Responding To The New Deferred Compensation Legislation
•	Federal Court Rules Cash Balance Plans Unlawful
•	The Treatment of Selected Employee Benefits in Bankruptcy, (Co-Author), 1 ERISA and Benefits Law Journal 3, 1992
•	Special Problems Faced by In-House Fiduciaries of Benefit Plans Under ERISA, (Co-Author), 23 Real Property Probate and Trust Journal 4, Winter 1988
•	NYSE Alert: New Corporate Governance Standard Requiring Shareholder Approval of Equity Compensation Plans
•	NYSE Clarifies New Corporate Governance Standard Requiring Shareholder Approval of Equity Compensation Plans
•	Stock Option Repricings: Financial Accounting and Tender Offer Compliance Issues

Admissions

•	New York 1974

Education

•	Haverford College, 1969 B.A.
•	New York University School of Law, 1979 LL.M.
•	New York University School of Law, 1973 J.D.