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NAME: Gary A. Spiess TITLE: Executive vice president, general counsel and secretary ORGANIZATION: FleetBoston Financial Corp., the product of the March 1999 merger between financial services behemoths Fleet and BankBoston, is the seventh-largest financial holding company in the United States. With more than $200 billion in assets, Fleet is four times as big as its second-largest competitor in New England, Providence-based Citizens Financial Group. With the exception of Manhattan, Vermont and western New York, the bank is either first or second in terms of market share throughout an area stretching from Maine to New Jersey, according to Spiess. That network includes 1,500 branches and 3,800 automatic-teller machines. All together, roughly 5.5 million households do their “consumer business with us,” he says. In addition, the Fleet empire includes one of the nation’s largest brokerage firms (New York-based Quick & Reilly), a credit card company with more than $15.6 million in managed receivables (Horsham, Pa.-based Fleet Credit Card Services) and a leading provider of equity underwriting and merger and acquisition advisory services to early- and midstage companies (San Francisco-based Robertson Stephens). NEW GUARD: At the time of the merger, many observers — both in and outside the bank — doubted that BankBoston CEO Chad Gifford would ever replace Fleet’s Terrence Murray as the new company’s chief executive, even though the deal was billed as a “merger of equals” and Gifford was guaranteed the job once Murray stepped down at the end of 2001. Gifford defied his skeptics. As part of that transition, Spiess — BankBoston’s general counsel from 1987 to 1999 — succeeded William C. Mutterperl as Fleet’s top in-house lawyer effective Jan. 1, he says. Gifford and his executive management team are now under the gun to turn around both the company’s recent lackluster performance on Wall Street and its customer service ratings, which were less than stellar last year. Fleet also recently reported a $507 million loss for the fourth quarter of 2001, much of it to do with its operations in Argentina and other economically troubled South American countries. LEGAL DEPARTMENT: Spiess has only five direct reports, not including his office manager. Those division heads, however, collectively have between 125 and 150 in-house lawyers worldwide answering to them, including roughly 60 in Fleet’s headquarters overlooking Post Office Square. All together, the department boasts expertise in roughly 20 different individual practice areas, says Spiess, who calls his unit “somewhat undersized” compared to the in-house staffs of other large financial institutions. Still, he plans to grow the department only to match Fleet’s revenue and profitability growth. “One of the things about being a corporate lawyer is you have to live with the business dynamic of your company,” Spiess notes. ” … I can’t be piling up expenses unless the company is building greater revenues.” MESHING BOTH SIDES TOGETHER: When Fleet and BankBoston came together, the combined legal department had about two of everything and needed to be trimmed substantially, Spiess says. The resulting exercise allowed the company to retain “the very best people” in each discipline, he adds. Though a huge challenge, “we did an excellent job of building a law department through the merger process,” Spiess maintains. Both companies’ in-house staffs were commendable, but Fleet’s tended to be “more cost-conscious,” while BankBoston’s was “more customer-conscious,” he admits. The end result was a happy medium and a “better balance” for both sides, Spiess says. COMMITTED TO DIVERSITY: Last October, Fleet became the first corporate law department to join the 10-year-old Boston Lawyers Group, which was founded by the city’s major law firms to promote the hiring, development and retention of minority lawyers. “That’s something I personally take a lot of pride in,” says Spiess, who has long served on the organization’s advisory board. “It should give us a much better network [to recruit minority lawyers] when we get back in the hiring mode. … It puts our company right where we want to be.” REGULATORY HURDLES: Perhaps the biggest challenge facing Fleet in-housers is facilitating the integration of the bank’s wide array of consumer products into its vast network of branches. “In some ways, that’s the most important initiative we have going on,” Spiess says. Fleet’s objective, he explains, is to allow consumers to take advantage of products, ranging from Quick & Reilly’s brokerage services to those of newly-acquired asset management business Liberty Financial Cos. Inc., simply by going to their neighborhood Fleet branch or by visiting Fleet’s online banking Web site. Making the “one-stop shopping” dream a reality, however, is easier said than done from a regulatory standpoint, Spiess notes. How those integration plans fare against Securities and Exchange Commission limitations on licensed brokers, for instance, is one of a host of complex legal issues that Fleet’s legal department must solve. “Pulling all those services together … is a huge challenge,” Spiess declares. LITANY OF LITIGATION: Class action litigation increasingly is an Achilles heel for consumer-products companies, and Fleet is no exception to that, Spiess concedes. In one particularly significant blow for Fleet and banks in general, the 3rd U.S. Circuit Court of Appeals recently ruled that credit card holders can sue under the Truth in Lending Act over an alleged “bait and switch” in which they claim they were promised a card with no annual fee only to learn six months later that a fee was being imposed. The ruling against Fleet reversed a U.S. District Court decision that found the act only required banks to disclose all the terms that will apply to credit card holders on the date the card was received. In the wake of dot-com meltdown, Fleet also has been hit with a high level of litigation over alleged improprieties in the allocation of underwriter shares. “We’re not a major player by any means,” Spiess says of companies that underwrote often wildly lucrative initial public offerings before the market for Internet companies crashed. Still, Robertson Stephens took part in its fair share of those deals, he says. “We don’t think we did anything wrong,” adds Spiess, who promises that those suits will be vigorously defended. OUTSIDE COUNSEL: While the bank scrutinized its in-house staffing levels post-merger, “We didn’t go through the same rigorous process on the external side,” Spiess acknowledges. Both Boston-based Bingham Dana — BankBoston’s main outside legal vendor — and Providence-based Edwards & Angell — Fleet’s outside-counsel-of-choice — continue to receive large volumes of the company’s legal work in all areas of the law, according to Spiess, who began his legal career at Bingham. In addition, Fleet frequently turns to New York-based Wachtell, Lipton, Rosen & Katz for its M&A expertise, while Skadden, Arps, Slate, Meagher & Flom handles the bank’s privacy litigation out of its Washington, D.C., office, he says. Spiess also puts New York’s Cleary, Gottlieb, Steen & Hamilton and Los Angeles-based O’Melveny & Myers on the list of Fleet’s most utilized outside counsel firms. “There are probably no more than 10 [firms] that are responsible for most of [Fleet's legal] work,” he notes. But its total network of outside legal vendors across the country consists of more than 400 firms — a number Spiess would like to shrink. “I think we need to trim back on the total, for sure,” he says, noting that better pricing and better control over quality would be among the likely benefits of such an exercise. “Expense management,” Spiess says, “will be a priority in the next couple of years. … Part of that is a function of how many people you use.” LESS LEGALESE: Spiess says even the legal department has a role to play in Fleet’s bid to improve its customer service. “Lawyers,” he maintains, “can be a force for better or worse in that environment.” That is, they can either simplify and make clear to consumers the language in the bank’s advertisements, loan documents, credit card brochures and the like — or they can further complicate the wording to consumers’ detriment. Spiess says he committed to making sure his department takes the first approach. ROUTE TO THE TOP: After earning his J.D. from Harvard Law School in 1966, the now 61-year-old Spiess joined Bingham Dana’s litigation department. Eventually, he switched to corporate law, concentrating on legal assignments from BankBoston, which brought him in-house in 1975. A dozen years later, he became the bank’s general counsel. Outside the bank, he is a board member and past president of the Boston Bar Foundation, and a member of the Board of Overseers of the Morin Center for Financial Institutions Law at Boston University. Spiess also serves on several nonprofits’ board of directors, including the North Shore Medical Center and the Holderness School, where he’s the board’s chairman.

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