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NAME AND TITLE: Christine A. Edwards, executive vice president, chief legal officer and secretary AGE: 49 COMPANY: Chicago-based Bank One Corp., with more than 70,000 employees, branches in 13 states and 11 countries and more than $260 billion in assets, is the sixth-largest banking institution in the United States and No. 79 on the Fortune 500. It is the third-largest issuer of credit cards in the country. THE DEPARTMENT: Christine Edwards describes the law, compliance and government department as “cradle to grave,” the cradle representing compliance and the grave litigation. Edwards believes that having all of these areas in one department makes it easier to translate statutory law into practice. The office is comprised of litigators, advisory lawyers, compliance professionals and government relations professionals and has a total staff of about 475. The office has a budget of $140 million, including outside counsel expenses. Both compliance professionals and lawyers work on legal issues pertaining to new products. Edwards considers the compliance professionals her first line of defense against legal problems. “They go out to our banks and teach employees the manner in which they should market our new products,” she says. The advisory lawyers assist the business staff in designing products that meet federal banking regulations. The staff is geared toward preventing litigation, she says. If it does occur, however, litigators spend “a large amount of time” with the compliance group to learn from the litigation and to protect themselves from future litigation. TRACKING EXPENSES: In order to keep track of this large department, Bank One has contracted TyMetrix to create a management system for the department. This allows Edwards to keep track of outside counsel’s expenses, bills and areas of expertise. The system prevents law firms from submitting bills unless they meet the time and cost requirements of the department. According to Edwards, “this system has been helpful in cutting costs, and tracking those savings.” HER RESPONSIBILITIES: Following the fall of Enron, it became Edwards’ job to advise senior officers and the board of directors about corporate governance in a changing environment. According to Edwards, however, Bank One has been open with its books and is making its earnings reports clearer as well. Moreover, Bank One is now one of the few companies that is taking a charge for stock options. It also became Edwards’ task to advise the board of directors on the implications of the new SEC regulations and the Public Company Reform and Investor Protection Act. Edwards has also spent a great deal of time working on class action reforms. Currently, many class actions are brought in state courts, even though they affect people across the country. Through legislation sponsored by Sen. Herbert Kohl, D-Wis., Edwards hopes to force any lawsuit above $200,000 into a federal court. “Cases of that size are of national interest and importance,” she says. AVOIDING CONFLICTS: Following Merrill Lynch’s $100 million settlement with the state of New York concerning allegations involving the relationship between its research and investment banking divisions, Edwards and her staff went into action. Although Bank One does not engage in mergers and acquisitions, it does have analysts who assist its financial advisors. The analysts, however, do not publish recommendations and do not issue buy/sell ratings. “We are focusing on the flow of information and how our analysts use inside information,” says Edwards. To minimize possible problems further, Bank One hired a risk-management team to look at both the credit and market risks of its investments. KEEP IT SIMPLE: One of the major issues facing financial institutions is privacy. Edwards says she sees this issue as an opportunity to build trust with the clients because it enables the bank to reinforce its role as custodian of a customer’s assets. When Edwards arrived at Bank One in May 2000, she had to deal with around 30 different systems that Bank One used to process various transactions. Each one of those systems had its own privacy policy and this made it difficult for customers to keep track of their accounts. Edwards assisted in consolidating the various systems into one unit. “This made it possible to create one privacy policy for all of our products, which makes the customer’s life much easier,” Edwards says. CUTTING DEALS: Bank One recently entered into a partnership with Microsoft worth $30 million. Before the deal could occur, however, many issues had to be worked out. Edwards says, “We had to make sure that Microsoft understood all the pertinent privacy laws regarding banking.” By creating more lines of communication, Edwards is confident that the deal will enable Bank One to serve its customers better, while still maintaining the highest level of privacy possible. Through this partnership, Bank One will advertise on Microsoft’s various Web portals. It will also use Microsoft’s .NET service, which will allow it to send alerts to its customers. Microsoft is also producing a special edition of Financial Explorer exclusively for Bank One customers. CURRENT LITIGATION: According to Bank One’s most recent 10(k) filing, it is not facing any revenue-altering litigation. Nevertheless, like any major corporation, it is facing a number of lawsuits. On May 2, Tengasco Inc., a Tennessee energy company, filed a complaint in the U.S. District Court for the Eastern District of Tennessee against Bank One for $151 million, claiming breach of contract and bad faith. Tengasco claims that Bank One reduced its borrowing base without merit and demanded a repayment of about $6 million of a $9.1 million loan. This caused Tengasco’s stock to plummet and reduce the overall value of the company, the company claims. Edwards says it is against company policy to discuss ongoing litigation. OUTSIDE COUNSEL: While Bank One does handle a great deal of its litigation in-house, it relies on more than 1,000 different law firms to defend it against class actions and in large cases. A few of the firms that Edwards uses most heavily in Chicago are: Sidley Austin Brown & Wood; Mayer, Brown, Rowe & Maw; Kirkland & Ellis; and Winston & Strawn. In New York, she uses Skadden, Arps, Slate, Meagher & Flom and Wachtell, Lipton, Rosen & Katz. In Washington, D.C., she uses Covington & Burling. ROAD TO THE TOP: Edwards is a graduate of the University of Maryland, earning a B.A. in English and education in 1974 and a law degree in 1983. While attending law school at night, Edwards worked for Sears’ credit department. Edwards then spent eight years in Washington as a registered lobbyist, working on tax and credit issues for Dean Witter. For three of those years she oversaw all of Dean Witter’s lobbying efforts. After her lobbying, she became the GC for a subsidiary of Dean Witter and, in 1990, became its executive vice president and general counsel. She then served as the general counsel for ABN AMRO, a Dutch financial institution. In May 2000, James Diamond, the CEO of Bank One, recruited Edwards to serve as the chief legal officer for Bank One. FAMILY: Edwards has been married to her husband, Jack, a financial consultant, for 27 years. They have a daughter, Lindsey, 17, and a son, John, 14. LAST BOOK READ: “Execution: The Discipline of Getting Things Done,” by Larry Bossidy and Ram Charan, which is required reading for Bank One’s senior officer group.

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