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Name and title: Janet L. Kelly, senior vice president, general counsel and corporate secretary Age: 49 Big oil: Headquartered in Houston, ConocoPhillips was created by the 2002 merger of Conoco, founded in 1875, and Phillips Petroleum, which dated to 1903. The combination created the third-largest U.S. oil and gas company, behind Exxon Mobil Corp. and Chevron Corp. ConocoPhillips reported 2006 net income of $15.5 billion on revenues of $188.5 billion. Some 32,500 employees work in 38 countries. ConocoPhillips operates several joint ventures, notably its half-interest with Chevron in Chevron Phillips Chemical Co. ConocoPhillips holds a 20% stake in Russia’s largest oil company, OAO Lukoil. ConocoPhillips’ refining operations include 12 facilities in the United States and six in Europe that produce 2.7 million barrels of petroleum products per day. The company owns 10,600 gas stations in the United States under three brands: 76, Conoco and Phillips 66. Route to the top: Kelly began her corporate career in 1984 as an associate at Wachtell, Lipton, Rosen & Katz in New York. In 1989, she moved to Chicago and joined Sidley Austin, where she became partner in 1991. In 1995, she moved in-house at Sara Lee Corp., becoming general counsel later that year. In 1999, she moved to Michigan to join Kellogg Co. as general counsel, secretary and executive vice president. In 2003, Kelly was named chief compliance and administrative officer for Kmart Corp., which had just emerged from bankruptcy reorganization. Kelly hoped to help shape Kmart’s strategic path, but soon concluded that joining the company had been a “mistake” � her ideas didn’t mesh with other executives’, she said. Kelly left after six months. She worked part time at the Kalamazoo, Mich., office of Zelle, Hofmann, Voelbel, Mason & Gette, a litigation firm based in Minneapolis, and taught mergers-and-acquisitions law at Northwestern University School of Law. She returned to an in-house position in 2006, moving to Houston to become ConocoPhillips’ deputy general counsel for corporate legal services. She succeeded her predecessor, Steve Gates, when he retired as the company’s general counsel in September. Legal team: Kelly reports to Chief Executive Officer James J. Mulva and oversees a team of 130 lawyers worldwide, half of whom work at company headquarters. The department is organized into three main areas, each supervised by a highly experienced deputy general counsel in Houston: litigation; exploration and production; and refining, marketing and trade. Following a recent Louisiana oil refinery accident, which resulted in one death, the ConocoPhillips’ legal department staff and outside counsel mobilized to help with the investigation, to determine the environmental consequences and to deal with litigation issues. “Anytime something like that happens, the law department is right there with the first responders,” Kelly said. Relatively new to the company, Kelly is still getting to know her legal team and the “huge number” of transactions it produces � joint ventures with other oil companies, negotiated concessions with overseas governments and project finance, to name a few. She noted that, while strategic, “company-changing” transactions are handled at the corporate headquarters, many of the company’s smaller deals are handled in the field offices. Lawyers work in far-flung locations, including Singapore; Moscow; Aberdeen, Scotland; and Perth, Australia. Outside counsel: In allocating resources, Kelly’s philosophy is to have in-house lawyers work on projects that require “a really intimate understanding” of the petroleum business. She uses outside counsel for wider expertise or when in-house resources run short. Kelly relies on Wachtell, Lipton, Rosen & Katz for strategic transactions and on Chicago-based Kirkland & Ellis and Washington-based Williams & Connolly for complex commercial litigation. For oil and gas litigation, she uses Locke Lord Bissell & Liddell and GableGotwals of Tulsa, Okla. For litigation work she uses Zelle Hofmann and Houston-based Beirne, Maynard & Parsons. Daily duties: Managing high-volume, widespread and complex operations requires good relationships, Kelly said. “When things go awry, you can sit down and talk to people. Everything stems from that,” she said. She found learning the oil business challenging, because it’s very different from the food industry in which she’d worked previously. “Certainly, there are times when I think it would be fabulous to have been here for 20 years and really deeply understand all the issues that a lot of people here do,” she said. But her outsider’s perspective sometimes comes in handy. For example, while negotiating a particular joint venture, some ConocoPhillips people found the other side’s behavior frustrating. Kelly was in a position to explain to her colleagues that, while ConocoPhillips was used to handling joint ventures, its partner in this deal was new to the experience. “If I had been from the oil industry, I would have been equally as frustrated as they were,” she said. Foreign intrigue: Kelly has been “very involved” in negotiations with Venezuelan officials over assets the government seized earlier this year after nationalizing the country’s oil and gas industry. ConocoPhillips is seeking the fair market value of what Venezuela took, Kelly said, declining to elaborate. ConocoPhillips is considering options including international arbitration. Kelly has been monitoring moves by U.S. courts to hold multinational companies responsible for actions taken by foreign governments with which they do business. For example, the 9th U.S. Circuit Court of Appeals recently ruled that Chevron could be held liable for the Nigerian military’s lethal attack on protesters at the company’s oil facilities there. “I’m watching with interest,” Kelly said. “I think it was a novel legal theory that was advanced, and it seems like a surprising result.” Personal: Born in Kansas City, Mo., Kelly holds a bachelor’s degree from Grinnell College and a law degree from Yale Law School. She and her husband, John, have two children: Jack, 17, and Kate, 13. Last book and movie: The Tibetan Book of Living and Dying, by Sogyal Rinpoche, and The Bourne Ultimatum.

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