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NAME AND TITLE: Wayne A. Budd, executive vice president and general counsel AGE: 60 COMPANY: Founded in 1862 as the John Hancock Mutual Life Insurance Co., a business owned by its policyholders, the company two years ago converted itself into John Hancock Financial Services Inc., a publicly traded corporation owned by its stockholders. At the end of 2001, the Boston-based company had 8,355 employees worldwide and a net operating income of $805.7 million, derived from its core life insurance business, annuity and investment products and its mutual fund and asset management. THE DEPARTMENT: At the invitation of then CEO-elect David F. D’Alessandro, in May 2000 Budd left the presidency of Bell Atlantic’s New England division to become Hancock’s executive vice president and general counsel. Budd said that for the first six months of his tenure, he worked side-by-side with retiring general counsel Richard Scipione to ease the transition. His in-house staff is comprised of approximately 50 lawyers divided into two groups, transactional and non-transactional. Budd employs a pair of senior vice president/deputy general counsel to captain each division. Jonathan Chiel, who worked with Budd while Budd was U.S. Attorney in Massachusetts, heads the non-transactional side. Chiel’s division deals with employment litigation, corporate law, corporate governance and governmental relations. A 10-year U.S. Attorney’s Office veteran and former partner at Boston’s Choate, Hall & Stewart, Chiel also oversees Hancock’s regulatory compliance. Mindful of the recent Enron Corp. scandal, Budd said the recent events have prompted his office to “double down the amount of attention we pay to these matters.” Deputy GC Joanne P. Acford heads the transactional side of the office, which handles investor issues, financial services, real estate and tax matters. GOING PUBLIC: Although the decision to take Hancock public was made before Budd was hired, the task of restructuring the legal unit to handle its new corporate responsibilities fell largely to him. Acknowledging that Hancock was suddenly pressed to build or gain some expertise in the field, Budd said that at the outset he relied heavily on outside counsel from New York’s Debevoise & Plimpton, while beginning to develop the needed internal expertise. Hancock now has a four-attorney “corporate law” group, Budd said. Comprised of lawyers who were already on staff who were specially groomed for the project, the group works directly with outside counsel in handling corporate governance, securities filings and regulatory compliance. The conversion was not without a legal challenge, too. In Tierney v. John Hancock Mutual Life Ins. Co., No. 00-0087, a group of policyholders sued the company in state court in Boston, claiming it had not been properly provided for under the changeover plan. The case was dismissed in December 2000 and Hancock has won subsequent appeals. Budd attributes the victory “to careful planning and an awareness of close regulatory scrutiny.” FIDUCIARY DUTY: Hancock is appealing an $82 million judgment handed down by the U.S. District Court for the Southern District of New York just as Budd took the reins in November 2000. According to the decision in Harris Trust and Savings Bank v. John Hancock Mutual Life Ins. Co., No. 83 Civ. 5401, the trustee of a Unisys employees’ retirement trust sued Hancock in 1983 for breach of fiduciary duty, claiming Hancock impeded its right to withdraw and reinvest elsewhere more than $22 million in accumulated “free funds” over and above what Hancock needed to meet its trust obligations. In his decision, U.S. District Judge Denny Chin said, “Clearly Hancock put its own interests and cash flow needs ahead of the interests of the Plan and its beneficiaries. By doing so, Hancock violated its obligations under ERISA.” Chin found the company liable for $19 million in damages. Interest and attorney fees drove the total up to $82 million, Budd said. “The judge got it wrong on the law … in terms of what he construed to be our responsibilities in handling these ERISA-type matters,” Budd said, adding that he strongly believes his company properly discharged its duties. Debevoise & Plimpton partner Edwin G. Schallert is expected to argue the appeal for Hancock this spring before the 2nd U.S. Circuit Court of Appeals. OUTSIDE COUNSEL: When looking for outside help, Budd said he is “very much interested in firms that have attorneys of color.” Calling it a “value added,” Budd said that multiracial firms offer a broader background and a diversity of viewpoints. Firms that Hancock relies on include Boston’s Mintz, Levin, Cohn, Ferris, Glovsky & Popeo for investor and corporate governance matters; New York’s Sullivan & Cromwell for corporate governance and business law; and Holland & Knight for real estate and “specialized matters.” Hancock also uses Covington & Burling of Washington, D.C., for governmental relations and Chicago’s McDermott, Will & Emery for corporate governance, regulatory filing and securities work. ROUTE TO THE TOP: Moving from private practice to government work and then to the corporate sector, Budd’s career has defied easy categorization. A 1963 Boston College graduate, he moved to Detroit, where he worked in labor relations for the Ford Motor Co. during the day while attending Wayne State University Law School at night. He got his law degree in 1967. Returning to Massachusetts, he briefly worked in the state attorney general’s office with future state Attorney General Thomas Reilly. Soon the pair opened a small Boston firm called Budd, Wiley & Reilly. Budd described the office as a general practice where, as senior partner, he functioned as part rainmaker and part managing partner. His time in private practice was punctuated by forays into other fields. Budd was an adjunct professor of law at Boston College, where he taught agency and partnership law, served as chairman of the state’s Public Service Commission and, in 1979, was elected president of the Massachusetts Bar Association. According to Budd, he was the first African-American ever to be elected president of a state bar association. Although he said there have since been others, he added, “It’s too bad it took that long.” Still, he called the bar presidency one of those “defining moments or times that make a difference.” He added, “It took me to the next level.” That next level included his 1992 appointment as U.S. Attorney for the District of Massachusetts, even though he had no prior prosecutorial experience. In 1993 President George H.W. Bush tapped him to be an associate attorney general, filling the No. 3 slot in the U.S. Department of Justice. There, Budd oversaw five of the department’s six litigation sectors, including antitrust, tax, environmental law, civil rights and the bureau of prisons. During his tenure, the civil rights division won the conviction of the four Los Angeles police officers responsible for the 1991 beating of Rodney King. Returning from Washington, in 1994 Budd joined the Boston firm Goodwin Procter, where he set out to rebuild his practice. Two years later, Bell Atlantic asked him to be a group president. While there, D’Alessandro invited Budd to join Hancock as GC. This fall, the acting governor, Jane Swift, appointed him to serve on a panel assembled after Sept. 11 to study security procedures at Boston’s Logan International Airport. Boston newspapers have floated Budd’s name as a potential Republican challenger for Senator John F. Kerry’s seat and, more recently, as a running mate for Swift if she were to run for governor. Budd demurs when asked about his political aspirations, calling a run for public office highly unlikely. “I don’t see myself in the picture for elective politics,” he said. FAMILY: Budd is married to his second wife, Jacqui. He has three daughters from his first marriage, Kim, 33, a lawyer; Kristi, 33, a teacher; and Kerri, 31, a nurse. LAST BOOK READ: “April 1865: The Month That Saved America,” by Jay Winik.

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