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NAME AND TITLE: Bruce S. Richards, corporate vice president, general counsel and secretary AGE: 47 THE COMPANY: Alpharetta, Ga.-based Certegy Inc. is the No. 1 check authorization service in the world. The company processes credit card and check transactions and maintains credit card accounts for more than 6,000 financial institutions and 117,000 retailers in the United States, Canada, England, Ireland, France, Chile, Brazil, Australia and New Zealand. The company was created in July 2001 as a spinoff from Equifax Inc., the credit reporting company. Last year, Certegy authorized $32 billion worth of checks, processed $8 billion in credit card transactions and provided services for 41 million credit card accounts. The company, with 6,200 employees, had 2001 revenues of $851 million. THE LEGAL UNIT: Richards oversees six attorneys — five in St. Petersburg, Fla., and one in Sao Paolo, Brazil. The Florida team includes a chief operations counsel who has primary responsibility for legal work related to Certegy’s business operations and two vice president attorneys — one who handles check services and one credit card processing. HIS RESPONSIBILITIES: Richards handles corporate legal matters involving the Securities and Exchange Commission, procurement, intellectual property rights, technology-related agreements, office leasing, compensation and benefits, and mergers and acquisitions. In addition, he advises company directors and executives on insider trading rules, monitors legislation and regulations concerning financial and information services, and participates in corporate strategy decisions. “Since we are a new publicly traded company, I have spent a lot of time in this first year on corporate governance and SEC matters: our first proxy statement, our first 10-K [filing], our first annual shareholders meeting and setting up the corporate secretary’s function,” Richards says. “I hope to be freed up to (work on) more transactional matters in the coming year.” SPINOFF: In 2000, Richards was asked to work full-time on the spinoff, which meant stepping down from his position as general counsel at Equifax. His first task was to help get an IRS ruling that the transaction would be tax-free for the company and its shareholders. He oversaw the drafting of Certegy’s registration statement with the SEC and the main spinoff agreement between the two companies and ancillary agreements covering employee benefits, IP rights, data sharing, transition services, taxation and real estate. He also helped divide up the assets and contract rights between the two companies. In addition, Richards made sure the distribution of Certegy stock to Equifax shareholders went smoothly. He oversaw the creation of Certegy’s articles of incorporation and bylaws, the charters for the board committees and the company’s insider trading policy. He even helped screen potential new company names to make sure they weren’t similar to company names already in use in the United States or abroad. The outside counsel on most of this work was Atlanta’s Kilpatrick Stockton. BIGGEST CHALLENGE: The biggest challenge, he says, is keeping up with the growth in the legal work while controlling legal costs. Some attorneys came with him from Equifax to Certegy, but he no longer has lawyers who specialize in technology, employment law or SEC matters, or a government affairs staff like he did at Equifax. “We’ve got a lot of work to do and we lost some of the legal support with the spinoff. … But we don’t want to go out and hire an employment lawyer or a technology lawyer right out of the shoot. … If we’re going to grow the legal function, we want to do it slowly and intelligently. As a new company, we need to be cautious about creating new overhead,” Richards says. “Our staff meets regularly with our business heads to make sure we are spending our time where it matters most to the bottom line.” LITIGATION: The company is currently involved in two to three dozen lawsuits, Richards says. Slightly more than half are cases brought by consumers accusing Certegy of violating consumer-protection statutes when it either rejected their check or attempted to collect on a bad check. The rest of the cases are commercial litigation, including lawsuits brought by Certegy against merchants that went out of business after defrauding credit card customers. Certegy is often required to refund the customer’s money in such cases. Then Certegy goes after the defunct merchant to recover it, Richards says. The company also occasionally has legal disputes with suppliers. Certegy is involved in only one major case: a class action filed in August 1996 in the U.S. District Court for the Eastern District of California. Plaintiffs claim the company’s practice of assessing a $20 service charge on bounced checks violates state and federal consumer-protection laws. (Retailers had posted notices informing customers of the service charge.) Plaintiffs are seeking a refund of all service charges collected from California consumers between August 1992 and December 1996, plus interest, damages and attorney fees — an amount that could exceed $15 million. Richards says he believes the service charges were justified. He refuses to comment further. OUTSIDE COUNSEL: Kilpatrick Stockton is Certegy’s main outside counsel in general corporate law, patent and trademark and ERISA compliance. Richards also uses the Atlanta office of Hunton & Williams to represent the company on technology matters. The Atlanta office of Jones, Day, Reavis & Pogue assists with employee benefit plans and executive compensation. Two other firms help out on employment law matters: Atlanta-based Fisher & Phillips and Tampa, Fla.-based Zinober & McCrea. Richards says he hires outside counsel to handle litigation, but isn’t partial to any particular firm. Two law firms currently representing the company in litigation are Chicago-based Ross & Hardies, which is handling the California class action, and Bryan Cave. ROUTE TO THE TOP: Richards graduated from Stanford University in 1977 and earned a law degree and an M.B.A. from University of California at Los Angeles in 1981. After five years as an associate at three southern California firms, Richards answered an ad in the Los Angeles Times and was hired as associate general counsel at Telecredit Inc., a check guarantee and credit card processing company. He worked his way up and was named general counsel in 1989. “Within a two-week period, I got married, closed on my first house and began as general counsel,” Richards says. After Telecredit was acquired by Equifax in December 1990, he moved to the Equifax headquarters in Atlanta and continued overseeing legal affairs for the Telecredit division. Nearly six years later, he was promoted to general counsel for all of Equifax, in charge of 21 attorneys in six countries. He was appointed general counsel of Certegy when it debuted in July 2001. Richards says he “got lucky” when he responded to that ad in the Los Angeles Times. “It’s been a fascinating career since then and somehow I’m still here.” FAMILY: Richards’ wife, Penina, a former C.P.A., stays home to take care of the couple’s children: daughters Nicelle, 8, and Marley, 6, and son, Alden, 3. LAST BOOK READ: “Protect and Defend,” by Richard North Patterson.

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