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IN-HOUSE COUNSEL: Francis X. Frantz, Alltel Corp., Little Rock, Ark. TITLE: Executive vice president of external affairs, general counsel and secretary AGE: 47 ORGANIZATION: Alltel Corp. is the nation’s fifth-largest wireless communications provider. But the company started out 53 years ago as a telephone company, and local and long-distance service remains the other major segment of its business. The Little Rock, Ark.-based firm serves 10 million customers in 24 states, mostly in the Southeast and Midwest. Alltel also offers Internet access and paging services, publishes phone directories and does billing and data processing for communications and financial services firms in more than 50 countries. The company has more than 25,000 employees and expected revenues of $7 billion this year. THE DEPARTMENT: Frantz has 10 attorneys on his staff. “Each person has kind of a primary area of expertise, but everyone is somewhat of a generalist. We’re not highly specialized because the group’s too small,” he says. Much of the work falls into four main areas: intellectual property rights, commercial transactions, litigation, and mergers and acquisitions. “Anything that from a possible … liability standpoint is significant, obviously I’m always directly involved in,” he says. OTHER HATS: Being a “lawyer is a small part of what I do,” Frantz says. Indeed, he’s in charge of three other areas: government affairs; interconnections, which deals with the sales and purchases of network access services to and from competitors; and business development, which focuses on acquisitions. “I spend probably the most time on merger-and-acquisition-type stuff,” he says. Since the company was founded in 1947, it has made more than 260 acquisitions, and it usually has several mergers pending at once. “I do the negotiating of the deals. We have lawyers inside, and outside lawyers that assist with the documentation of the transactions,” he says. VERIZON DEAL: In February, Alltel entered a nationwide roaming agreement with Verizon Communications so that Alltel wireless customers can call anywhere in the country with no roaming or long-distance charges. Alltel also gained 700,000 new customers by swapping some of its wireless properties in the Midwest and the Northeast, plus $600 million in cash, for Verizon’s wireless properties in Ohio, the Southeast and Southwest. “That was the most complicated transaction that I’ve ever done so far,” Frantz says. He spent several months negotiating the deal with Bell Atlantic and GTE, the two companies that eventually merged to form Verizon. Then he helped structure the deal to make sure that as much of it as possible would be tax-deferred. He also met with Justice Department officials in Washington to explain the merger to them. He supervised the Federal Communication Commission’s approval process, which was handled by Alltel’s Washington, D.C., office. He also saw to it that the deal complied with all applicable ERISA and employment laws. “I make sure I get the technical advice I need” in those areas, he says. In addition, two years ago, Frantz worked on the biggest deal in the company’s history, a $6.5 billion merger with 360 Communications, which made Alltel one of the biggest wireless companies in the country. RECENT SETTLEMENT: In September, Alltel settled its biggest lawsuit in recent years, Alltel Georgia Communications Corp. v. Georgia Public Service Commission, No. S00C1782, ending four years of litigation against the Georgia state regulatory agency. Alltel had sued to overturn a 1996 order that the company cut $24 million from its charges. At the time of settlement, a writ of certiorari was pending before the Georgia Supreme Court. Frantz set the company’s legal strategy in the case and oversaw the work of Atlanta’s Long Aldridge & Norman, the law firm that litigated the case on Alltel’s behalf. He also attended some of the court proceedings in Atlanta. Under the settlement, Alltel agreed to give $11.4 million in credits to 450,000 wireless customers and to speed up its development of Internet service and high-speed lines in Georgia. ONGOING LITIGATION: Frantz says that his company has no major litigation pending now, and he refused to discuss any ongoing cases at all. Alltel’s most recent 10-K filing, which by law must list ongoing litigation if it would have a significant impact on the business, did not list any matters. 1996 TELECOMMUNICATIONS ACT: Frantz spent a lot of time in the mid-’90s lobbying for telecommunications reform. The Telecommunications Act at that time underwent its greatest revision since it was first drafted in the 1930s. “We worked it pretty hard,” he says. He visited Washington, D.C., numerous times to meet with members of Congress and worked with a group of 15 other midsize phone companies organized by the director of Alltel’s Washington D.C. office, Diane Smith. Frantz and others in the group drafted some important provisions on midsize and rural phone companies, and he participated in the group’s lobbying effort to get those provisions into the act’s final version. The 1996 law allowed Alltel to provide local phone service in new markets, including Little Rock, its hometown. OUTSIDE COUNSEL: Frantz turns to Omaha, Neb.-based Kutak Rock for M&A; the Washington, D.C. office of San Francisco’s Morrison & Foerster for antitrust and FCC compliance; Cleveland’s Thompson Hine & Flory for labor issues and employee benefits; Baker & McKenzie for international legal work; New York’s Skadden, Arps, Slate, Meagher & Flom for complex legal matters; and Little Rock’s Friday, Eldredge & Clark for litigation in Arkansas. Frantz also hires local counsel to handle Alltel’s legal work in the various states in which it operates. PET PEEVE: “Outside lawyers who don’t take the time or [make the] effort to learn about our business or company and lawyers who worry more about the process than achieving Alltel’s business objectives,” Frantz says, are the main things that sometimes bother him about outside counsel. ROUTE TO THE TOP: Frantz graduated from the University of Akron in 1975. He earned his law degree from The Ohio State University College of Law in 1978 and then started his career at Thompson Hine in Cleveland, where he specialized in business and corporate law. He became a partner at the firm in 1986. Four years later, Alltel, which was one of his clients, offered him the position as senior vice president and general counsel. Frantz says that he decided to leave private law practice because “I’ve always been a lot more business-oriented than lawyer-oriented.” He’s been at Alltel ever since. FAMILY: Frantz and his wife, Karen, have two children: Kurt, who is 12, and Elizabeth, who recently turned 10. LAST BOOKS READ: “The House of Rothschild” by Niall Ferguson, and “A Golfer’s Life” by Arnold Palmer and James Dodson.

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