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As far as timing goes, these lawyers hit the jackpot — from hell. They jumped into the general counsel seat just when the economy started to nose-dive. And now many face another gorilla, the Sarbanes-Oxley Act. So how is this new crop of GCs coping in this age of uncertainty? Here’s what a select few have to say. DAVID ANDREWS PepsiCo Inc. (beverages and snacks) Purchase, N.Y. Senior VP and GC since February 2002 � How I landed my job: Search firm. � Year in a nutshell: Interesting and exciting. � Big surprise: Not really any surprises other than the Sarbanes-Oxley Act. One-third of my time is on corporate governance issues. I’m happy the corporation was within the range [of compliance]; now it’s just making sure that the checks and balances are in place. � From world affairs to soda pop: Before this job, I was [Secretary of State] Madeleine Albright’s legal adviser and general counsel to the State Department. [Now] I don’t have to worry about Iraq, Libya, Iran. When you put that in the context of salty snacks and soda, this job is a cakewalk. � The ups: The vast majority of business people here are very bright. My son is an MBA, and I always wondered what that meant, and now I have an idea. � The downs: This is not a low point, just challenging: going to market [in so many markets around the world]. We operate in 200 countries. There’s the Mideast boycott, tax problems in Turkey … . � What I’d do differently: I haven’t been here long enough to answer that. � Impact on personal life: My wife and I wanted to live in New York City, and now we do. � Advice to newbie GCs: Listen to those who have been around the company, and learn the business.

NELSON BANGS The Neiman Marcus Group Inc. (luxury retailer) Dallas Senior VP, GC, and secretary since April 2001 � How I landed my job: Search firm. � Year in a nutshell: The first year was an adjustment for me and my legal team. We weren’t that familiar with retail issues [Bangs was former GC of Dr. Pepper/Seven Up Cos. Inc.]. By necessity, the learning curve had to be quick; we hit the ground running. The first year was relatively quiet. We didn’t jump through hoops till Sarbanes-Oxley hit. � The luxury trade: Sept. 11 [2001] had a huge impact on us — particularly for Bergdorf [Goodman], which we own. There was no business; all our stores were impacted. As high-end retailers, we rely on our core customers. We feel we’re coming out of the funk. We fluctuate less than other retailers. � Big surprise: Other than Sarbanes-Oxley, it is the level of legal reviews by the state of California. In retail, in particular, there seem to be a lot of California initiatives. Between 15 to 25 percent of our projects deal with California. � The ups: Being on a good legal team that works well together. That was what I was most worried about. � The downs: Can’t say there’s any huge low point. � What I’d do differently: Well, that assumes I’ve done something wrong. I don’t think there’s anything so far. � Impact on personal life: Not much. I get in by 6 a.m., and I try to get out of here by 6 p.m. Otherwise, I find I’m not spending time with my family. � Advice to newbie GCs: They have to make up their minds how much outside help they need, particularly in light of Sarbanes-Oxley. They must make sure they have appropriate counsel and focus on minimizing having to restate their financials.

MICHELLE BRYAN US Airways Group Inc. and US Airways Inc. (airlines) Arlington, Va. Executive VP-corporate affairs and GC since April 2002 � How I landed my job: I’ve been with the company for 19 years. � Year in a nutshell: It’s only been seven months but it feels like three years. It’s difficult running a bankruptcy and running a legal department. There are days of great hope and days of great despair. Every day we’re on a precipice. � Big surprise: It’s not the easiest transition I’ve ever had. We knew on Sept. 11 [2001] how difficult the industry was; by May we recognized that bankruptcy was a possibility; and by the summer we were preparing for bankruptcy. At the same time, there was a whole new corporate scheme in America. There’s expanded fiduciary responsibility; it’s a new world for boards and officers. � Minding a bankrupt store: What people don’t realize is that bankruptcy is litigation and that you have to do a lot of work to keep it going. It’s a different way of doing business. It’s not how to live up to an agreement; now we ask, do we want to abrogate our responsibility under an agreement? � The ups and downs: They are the same: This is our company’s greatest hour of need, and a lot of responsibility falls on me. I’m very committed to seeing our company succeed. I feel responsible for the livelihood of the 35,000 employees who are still here. � What I’d do differently: I don’t look back. � Impact on personal life: I’m a lot grayer; the circles around my eyes are deeper. It’s stressful right now. I wake up in the middle of the night and ask myself, is this the day we’re not going to be hitting the home run? It’s a life-and-death issue. � Advice to newbie GCs: As far as the general GC role is concerned, it’s important to understand the culture and business needs of the company. Make sure you’re staffed and organized for business objectives — which can change. As for being GC in the bankruptcy context, there’s no way to describe it. You need to be well-prepared to control the process, or it can get out of control.

BARBARA CAULFIELD Affymetrix Inc. (biotech) Santa Clara, Calif. Executive VP and GC since July 2001 � How I landed my job: The company was a client when I was [a partner] at Orrick, Herrington & Sutcliffe. � Year in a nutshell: Fast-paced, exhilarating, and a steep learning curve on the science. � The biotech scene: There’s always science to be learned. To get up to speed, I went to science courses, seminars. As for the downward economy, we’re not impacted. We’re not in search of capital; we’re not a company in the early stages. � Big surprise: I haven’t had any surprises. I knew the client [as outside counsel]. If you know the company, you know the baseline. � The ups: Being able to work day to day on corporate deals and litigation. Being involved in every part of the process. When I was in a law firm, I was a litigator, so I got involved only when issues are very mature. � The downs: The commute. Every day I have to drive to Silicon Valley [from San Francisco]. � What I’d do differently: Not much. So far, so good. � Impact on personal life: I put in the same amount of time as I did when I was in a law firm. I did not expect a different pace. I usually get in around 7:30 to 8:15, and I go home at 8. � Advice to newbie GCs: The most important thing about being GC is being able to predict issues before they become serious. In my area, biotech, you need a balance of science and legal background. But you don’t need a Ph.D. in science; it can be learned.

MADELEINE KLEINER Hilton Hotels Corp. (hospitality) Beverly Hills Executive VP and GC since January 2001 � How I landed my job: I knew the [former] GC; he was one of my former partners [from Gibson, Dunn & Crutcher]. � Year in a nutshell: The first period was trying to understand the business. Although I knew a lot about banking [Kleiner was GC of banking company H.F. Ahmanson & Co.], I was brand-new to this industry. … It took me almost a full year to get a handle on the business. I’m still learning. � The hospitality biz: The hotel business is unpredictable. It’s a different environment from banking, where you have a centralized system and limited products. But here we have geographic diversity, plus the hotels have a lot of autonomy. There are more pure business issues. � Big surprise: Having so many locations, interesting things happen all the time. After Sept. 11 [2001], for instance, government agencies wanted to know who stayed where and when. Our policy was not to give out that information unless we had a formal legal request. Then we were barraged by different agencies [requesting information]. That was unique. � The ups: My legal team. It’s always a challenge coming in the door as a new GC and winning loyalty and convincing people that you’re part of the team. � The downs: There’s a downside to working in a decentralized environment. That’s difficult for someone like me with a controlling personality who always wants to make sure everything is done properly. In a decentralized environment, implementing policy is more challenging. � Anything you’d do differently?: I don’t think so. The transition was pretty smooth. Because I was GC at Ahmanson, I knew what I was getting into. It’s easier the second time. � Impact on personal life: I was retired for two years after Ahmanson was sold. I wasn’t planning to go back to work. I was spending time with my family, and I took up golf. � Advice to newbie GCs: Make sure early in the process that you know your own team. Don’t just focus on the business units.

JONATHAN SOBEL Yahoo! Inc. (Internet) Sunnyvale, Calif. Senior VP, GC, and secretary since March 2001 � How I landed my job: I’ve been here since 1998 [as associate counsel]. I had good relationships with senior management and the business people. � Year in a nutshell: A great adventure and a great learning experience. � Yahoo’s world: It’s been less difficult to transition to GC than you might expect because of the relationship that was already established. But it would be very difficult to go into this company stone-cold. In my first month [as GC], we missed the first-quarter earnings; in my second month, a new CEO came in; then Nasdaq stopped trading our stock [for one day]; and new management came in the next year. We went from a glamorized company in an unreal environment to having to deal with tough times. � Big surprise: Complexity of managing outside counsel. I didn’t realize how important it was to have a clear set of expectations with firms. � The ups: Most rewarding is watching how our team works together. It’s very gratifying. I see my role as a player-coach. When you see how the team is growing, it’s awesome. � The downs: After Sept. 11 [2001], figuring out if what we do is meaningful. [In the current economy] it’s tougher to negotiate deals than in the past. People are more litigious; [there is] less optimism to do deals and try business ventures. People have a more defensive frame of mind. � What I’d do differently: I had to develop confidence in my role; I felt I was too young to do what I do. It took me a while to realize that it’s OK that the buck stops here. When I became comfortable telling people the real deal, it was liberating. � Impact on personal life: Not really. I’ve had a reasonably good balance. � Advice to newbie GCs: Find good people outside of the company to advise you. You need outside perspective.

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