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Linda Mitchell, general counsel of America West Airlines Inc., had to perform some daring maneuvers to keep her company aloft after Sept. 11. “We were putting together a $200 million financing transaction” before the terrorist attacks, she says: “The last thing I did on Sept. 10 before I left the office was to make final changes to the press release announcing the deal.” That transaction fell apart, and the financial pressures on the Tempe, Ariz.-based carrier increased as travelers stayed away from the skies. The only way to save the company from Chapter 11 was for Mitchell to pull off a daunting feat: renegotiating, with about 25 aircraft leasing businesses, the terms for some 80 aircraft, more than half of America West’s fleet. Mitchell shuttled back and forth between those companies until January 2002, when the new contracts were finalized. Without the leasing businesses’ hard-won cooperation, America West might not be flying today. A bet-the-company deal negotiated by a woman? At many businesses that was once unthinkable. How times have changed. These days a female GC is no longer a novelty; women comprise 12.2 percent of the Fortune 500 GCs. But they make up two-thirds of the top legal officers at major airlines — holding the title of GC at six of the nation’s nine largest commercial carriers. That’s the highest concentration of female GCs in any major U.S. industry. The matriarch of this sky club is Anne McNamara. When she became general counsel of American Airlines Inc., and parent company AMR Corp. in 1988, she was the first woman to head a legal department at a major airline, and among the first female GCs to serve at a Fortune 500 company. All of her female peers landed their top jobs in just the last five years. In April, Michelle Bryan took the controls at US Airways Group. Her promotion to GC came on the heels of similar elevations of Mitchell at America West, Jennifer Vogel at Continental Airlines Inc. and Deborah Ackerman at Southwest Airlines Co. Those women joined not only McNamara, but also Francesca Maher — who’s been the top legal gun since 1997 at UAL Corp. and its subsidiary United Air Lines Inc. Their rise is surprising — considering that the airline industry historically has been known for its macho culture. Remember the scantily clad stewardesses of the 1960s, cooing, “Fly Me” in advertising campaigns? It’s still difficult even for assertive women to move up in the mostly male-dominated operational areas of the airline business, such as running airport hubs and directing flight operations. In 2000, fewer than 5 percent of the 24,000 commercial pilots in the U.S. were female. But the rise of the women GCs is part of a much larger trend that has swept the airlines (along with many other major industries) over the last three decades: an increasing openness toward hiring and promoting women to middle and senior management. That attitude spread to the airlines’ legal departments. Open-minded male bosses recognized and promoted female lawyers in the 1980s and 1990s. Those weren’t just token appointments. In this highly regulated industry, the airlines reward lawyers who know the turf. Every one of the women GCs served as a lieutenant before being promoted to chief legal officer. The job of an airline GC demands a unique set of abilities. “The top legal officers in the airline industry have to work with some very hard-driving, very demanding leaders,” says Joel Henning, senior vice president and GC of Hildebrandt International Inc., who has consulted for the legal departments of major airlines. GCs at carriers “also have to be pretty broadly based in terms of their legal skills, because you have the various legal authorities [and] the unions, and there have been significant M&A demands.” FIGHTER PILOT CULTURE It is ironic that so many women hold positions of power at airline companies, because even today, if “you were to sex certain industries, [airlines] would probably come out male,” says Bob Mann of the Port Washington, N.Y.-based airline consulting firm R.W. Mann & Co. Inc. That character was forged in the 1930s and 1940s, when the major airlines began drawing on military pilots to fly their planes. Not until the mid-1970s did the U.S. military and modern commercial airlines begin allowing women into the cockpit. Mitchell, at America West, says that her background as an intelligence officer in the U.S. Army (she attained the rank of captain before entering Harvard Law School in 1984) helps her understand the military mentality that still pervades the aviation business. “This industry attracts very bright, but very aggressive, men,” says the GC, 44. “I consider myself to be very bright and very aggressive, too, just not a guy.” Like the pioneering McNamara at American, US Airways GC Bryan also had a slow but steady rise to her current job. When she joined the carrier as a staff attorney in 1983, Bryan says, “it was quite a culture shock for me. It was very anachronistic, male-dominated.” US Airways’ corporate culture still reflects that macho heritage, says the 45-year-old GC, and she occasionally still notices that she’s “the only woman at the table.” Bryan rose to the deputy GC spot at the airline and then made the leap into senior management by heading up the human resources department in 1999. She assumed the GC title this past spring. These days, Bryan says, “I don’t feel like an anomaly anymore the way I used to.” FAIR-MINDED MEN As macho as airline companies may be, all of these women GCs got to where they are today because male bosses recognized their talents. When US Airways GC Lawrence Nagin was ready to retire this year, he recommended Bryan for his job: “Michelle was a logical choice.” Nagin, who has promoted women attorneys throughout his career, says that they all “moved up because they were competent, and bright and able, contributed to their clients’ good interest, and provided leadership skills.” UAL’s Maher was another one of Nagin’s prot�g�es. At 26, she left what was then Chicago’s Mayer, Brown & Platt to run the securities department for the state of Illinois. (In 2002, Mayer Brown merged with a British firm and became Mayer, Brown, Rowe & Maw.) Returning to the firm, Maher handled some government affairs matters for Midway Airlines Corp. In 1993 she was hired as vice president-law by Nagin, who was then serving as GC of UAL before later moving to US Airways. Maher says that she soon began overseeing UAL’s legal department, though she wasn’t officially named GC until 1997, at the age of 39. A male airline GC also handpicked Vogel to be his deputy. She was GC of an Enron Corp. subsidiary in 1995 when she bumped into then-Continental GC Jeffery Smisek, whom she’d worked with at Houston’s Vinson & Elkins. Their accidental reunion took place, fittingly, on a Continental flight. Within weeks Vogel, then 34, joined Smisek at the carrier. Last year, when he moved up to executive vice president-corporate, she got the GC job. CRITICAL ROLE While the women overcame many hurdles in getting hired and promoted, one of the reasons they’ve stayed in their jobs, they say, is the diverse and interesting nature of the work. Their portfolios include complex financial transactions, antitrust, international law, federal regulations and employment matters involving every type of worker imaginable, from union members to white-collar executives. There’s also a full docket. “We have everything from slip-and-falls to wrongful-death cases,” explains Vogel, adding: “A lot can happen on an airplane.” And that was true even before Sept. 11. Since the terrorist attacks, airline lawyers have moved at warp speed — and their importance to commercial carriers has been dramatically underscored. McNamara and Maher are grappling with lawsuits filed by families of the victims. Says Maher: “The fact that terrorists flew airplanes into buildings … there was no precedent for how you deal with the legal issues that presents to your organization.” Two of the four hijacked planes belonged to United; the other two were American’s. “For United,” says Maher, the tragedy was also “personal.” The company lost 16 crew members, as well as more than 90 passengers. UAL lawyers visited crash sites, advised family assistance teams, and manned the airline’s crisis center. The steep drop in air travel also affected other carriers. To cut back on costs, many commercial airlines resorted to mass layoffs and furloughs. Bryan, then guiding the HR department at US Airways, vividly remembers the “11,389 letters that went out with my name on [them]” to employees furloughed by the company last year. She adds, “ I’m not the favorite person in those households.” Even before last fall’s tragedy, many airlines were in a precarious financial state. The situation at America West was especially dire because the airline “went into Sept. 11 with a low cash balance,” says Mitchell. After the terrorist hijackings, many travelers stayed home. As a result, “there was more capacity in the industry than there was demand, so we had tons of airplanes sitting around,” Mitchell explains. “We were overpaying rent because the aircraft weren’t worth that much anymore.” She presented America West’s aircraft lessors with an ultimatum: Reduce rates, take back their planes or run the risk that “we’re going to file for Chapter 11 and you can get in line behind everybody else to get paid.” Her gambit worked. With the renegotiated leases in hand, America West was able to secure a federally backed loan — becoming the first airline to take advantage of liquidity assistance provided under the post-9/11 airline stabilization bill. The $429 million advance helped America West pull through the turbulent early months of 2002, though the carrier’s future is still uncertain. IT’S NOT JUST MONEY The airline GCs say that they relish the intangible rewards of the job — the excitement and responsibility. But the financial rewards are not as substantial as those of their peers at other Fortune 500 businesses. The long hours Mitchell put in to bring America West back from the brink of bankruptcy last fall were a reminder of her days working as an associate in the Phoenix office of Cleveland-based Squire, Sanders & Dempsey — except without comparable remuneration. Had she stayed in private practice, Mitchell figures that by now she would pull in twice what she makes as GC of a low-cost airline. (She declines to reveal her current salary.) It’s no secret that aviation is not one of the highest-paying sectors of the U.S. economy. The airline industry “is mature, regulated and under a lot of pressure on costs,” notes Hildebrandt’s Henning. “If you wanted to make top dollar, you wouldn’t go in-house at an airline.” Equity compensation can sometimes make up the difference. “In the airline industry, because the stock options are so cyclical, if you hit it at the right time, it can be more than you would earn at a law firm,” says United’s Maher. In 2001 she ranked 245 out of 349 on Corporate Counsel‘s survey of the highest-paid GCs. None of the other female airline GCs made the tally. (The list only includes GCs who are among the five highest-paid employees at their companies.) Maher took home $357,000 in combined salary and bonus in 2000, but she did not cash in any of her $246,000 worth of exercisable options. Now those stock options are underwater. And, given the state of the airline business, lawyers at United and most other commercial carriers went without year-end bonuses for 2001. Still, none of these GCs are jumping ship. In fact, they’re helping other women get into the business. “All of the lawyers that I’ve hired in recent years have been women. And I’m sure it was an accident,” says Ackerman, laughing. “People said I’d have to start hiring more men — or it might be seen as discrimination.” Related chart: Industrial Strength: Women are rising to the highest legal spots in many industries.

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