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Name And Title: Jay B. Stephens, vice president, general counsel and secretary Age: 60 Mighty Defense Company: Raytheon Co., one of the Big Four U.S. defense contractors, is also the world’s foremost missile maker. In addition to the Patriot, Sidewinder and Tomahawk missiles, Raytheon produces radars; reconnaissance, targeting and navigation systems; radios; satellite communication; and air-traffic control systems. Government or government-related customers make up 90% of its revenues. The Waltham, Mass.-based public company originated in 1922. Today its operations extend to Australia, Asia, the United Kingdom, Europe, Canada and the Middle East, and it sells its products and services to customers in more than 70 countries. Raytheon has 80,000 employees and reported nearly $21 billion in 2006 sales. It is ranked No. 96 among the Fortune 500. Legal Team And Outside Counsel: Stephens commands a cadre of 125 professionals, about 75 of whom are attorneys. The legal leaders of Raytheon’s seven operating companies, along with its Washington-based international operation, report to him. Stephens also directs several assistant general counsel who preside over areas such as transactions, litigation, labor, business services and intellectual property. About 60% of the legal department’s budget is spent in-house, focusing mostly on transactions, compliance and program issues. Regulatory matters, litigation and large transactions, including acquisitions and divestitures, consume the rest. Raytheon recently sold its aircraft division for $3.3 billion. Stephens has an extensive stable of outside firms: Sidley Austin for regulatory and corporate matters; Kirkland & Ellis of Chicago, Alston & Bird of Atlanta and Bingham & McCutchen for transactions and litigation; and Houston-based Baker Botts for intellectual property, corporate and international issues. A group, now with Washington’s Arnold & Porter, works on government contracts. Raytheon’s voluminous international affairs are counseled by Freshfields Bruckhaus Deringer of London, Clifford Chance, Washington-based Steptoe & Johnson LLP and DLA Piper. Leadership Role: Stephens takes pride in being engaged in the work of Raytheon and “getting his people to be engaged” as well, and demands that all participate in the decision-making process. Reputation, integrity and transparency are essential Stephens concepts, and trust and credibility are bywords, particularly in view of the lofty status of Raytheon’s customers. Its primary client is the U.S. government, and most of its business is transacted with public entities. A “sense of mission” to serve the military while contributing to the nation’s security is palpable, he said, “in this world of state-sponsored terrorism.” Raytheon’s legal team deals regularly with the armed forces, U.S. government departments, defense audit agencies, various intelligence groups and foreign governments. Daily Duties: “Every day is a new day” for Stephens, and generally, they are “very intense,” he said. He plays a gatekeeper role in regard to proxy rules and Sarbanes-Oxley Act responsibilities, and he estimates that one-third of his time is devoted to governance duties. Stephens helps maintain an active and aggressive employee diversity program across the company, as well. Legacy Issues Resolved: Stephens has steered a significant turnaround in Raytheon’s fortunes since his arrival � the firm faced “pretty big, bet-the-company issues” of liability, exposure and litigation when he came aboard, he said. A pair of securities class actions were in progress, not to mention an export-control investigation and a three-year U.S. Securities and Exchange Commission probe. Meanwhile, Raytheon’s global power plant business was draining $2 billion in cash. Stephens said he and his crew “stopped the bleeding” and resolved the other issues and claims through litigation and arbitration. Route To Present Position: Stephens joined the company in October 2002 following a long history in the government and private sectors. At the time he had served since 2001 as associate attorney general, the No. 3 position in the U.S. Department of Justice. During the four previous years, he served as corporate vice president and deputy general counsel for Honeywell International. From 1993 through 1997, he was a partner with the firm then known as Pillsbury, Madison & Sutro. Before that, he spent five years as U.S. attorney for the District of Columbia. A jewel in Stephens’ career crown was his term, from 1986 to 1988, as deputy counsel to President Reagan. Personal: Stephens and his wife, Julie, are the parents of Amanda, 23; Jessica, 18; Jay Jr., 16; and Alexandra, 11. Raytheon’s legal chief fills his spare time with travel, sailing, tennis and landscaping. Stephens’ odyssey began in Akron, Iowa (population 1,489), where he grew up on a farm and attended a one-room schoolhouse for five years. He graduated from Harvard College in 1968 (Phi Beta Kappa and magna cum laude), matriculated at Oxford University on a Knox Fellowship and earned a J.D. from Harvard Law School in 1973. Last Book And Movie: A Painted House, by John Grisham, and The Reagan Diaries, by Ronald Reagan and Douglas Brinkley; and The Count of Monte Cristo.

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