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Here’s the good news: There are more female general counsel at Fortune 500 companies in 2004 than there were last year. The not-so-good news is that the increase is minuscule: 71 over last year’s 70, a mere 14 percent among America’s largest businesses. Why the negligible change? After all, at many elite law schools, women now make up close to half of each graduating class. And they have made bigger strides in other top legal jobs. According to a recent American Bar Association study, women make up over 30 percent of all law school faculty, and close to 20 percent of all federal judges. The stalled progress of women GCs may just be a by-product of modern life in corporate America. More Fortune 500 companies have been plagued by scandal, and their in-house lawyers � both male and female � are getting caught in the cross fire. Last year Christi Sulzbach resigned from her position at Tenet Healthcare Corporation in the wake of allegations of massive Medicare fraud there. Federal regulators ousted Maud Mater from her post as the top lawyer at Freddie Mac after regulators discovered that the mortgage financing giant had misstated earnings for several years running. (Tenet and Freddie Mac declined to comment on the departures of the GCs.) Other women fell from this year’s list because their companies slid off the Fortune 500 roster. That’s what happened with Ace Hardware Corporation’s Donna Flenard and Providian Financial Corporation’s Ellen Richey. But financial woes don’t tell the whole story. Some women simply changed jobs and dropped off the chart. Debra Minott, the top lawyer at medical equipment manufacturer Guidant Corporation, left her post to become the company’s first-ever chief governance officer. And Francesca Maher swapped her position as GC of UAL Corporation for a senior partnership at Chicago’s Mayer, Brown, Rowe & Maw. Looking ahead, we’ll probably welcome back Anastasia “Stasia” Kelly to the list, if MCI Inc. follows through with its plan to relist its shares on Nasdaq this summer and the company makes it back onto the Fortune 500. Kelly is the subject of our cover profile, which provides a glimpse into how she and MCI are implementing overseer Richard Breeden’s court-ordered corporate governance prescription. But we could just as easily have focused on another interesting component to Kelly’s brief tenure with the beleaguered telecom: the team she works with most closely. It’s composed almost entirely of women. Last summer Kelly hired Carol Ann Petren, litigation chief and her longtime compatriot at Sears, Roebuck and Co. And over the months, she’s brought in others, like securities head Nicole Jones (previously a Davis Polk & Wardwell corporate associate) and corporate secretary Jennifer McGarey (the former deputy GC and corporate secretary of U.S. Airways, Inc.). Kelly also handpicked former Lockheed Martin Corporation ethics chief Nancy Higgins to run MCI’s new ethics department. Related chart: They’ve Got the PowerWomen who head the legal departments of Fortune 500 companies

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