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TITLE: Stewart S. Hudnut, senior vice president, general counsel and secretary AGE: 63 ORGANIZATION: Glenview, Ill.-based Illinois Tool Works Inc. is a diversified manufacturer made up of 600 independently run businesses in 43 countries. Its best-known inventions are the plastic six-pack holder and the reclosable plastic bag. But the company mainly produces patented industrial parts used in automobiles, buildings and major appliances, as well as specialized factory machinery for all different types of manufacturing. One-third of ITW’s sales are abroad, mostly in Europe. The company began as a metal-cutting equipment manufacturer in 1912. ITW employs 52,000 people worldwide and had 2001 revenues of $9.3 billion. LEGAL DEPARTMENT: Hudnut manages 10 attorneys, six of whom work with him in the Glenview headquarters. An associate general counsel in Paris handles European matters. The three other lawyers came to ITW as a result of its 1999 acquisition of Premark International Inc. One in Temple, Texas, serves as general counsel of the Wilsonart International subsidiary, which is the biggest U.S. producer of high-pressure laminates used in kitchen and bathroom countertops and flooring. The two other attorneys, in Troy, Ohio, serve as general counsel and associate general counsel for the Hobart Corp. subsidiary, which makes ovens, refrigerators and other equipment for restaurants and grocery stores. The six lawyers in Glenview are all generalists who work on acquisitions, manage litigation, work on financial and securities matters and advise the company’s operating units. ITW is among the top 100 patent holders in the U.S. and has a separate department with five patent attorneys who report directly to the chairman. GC DUTIES: Hudnut does all the same things that the other attorneys in the Glenview office do, plus he gives legal advice to ITW Chief Executive Officer James Farrell, the eight executive vice presidents and the board of directors, and he conducts seminars for managers on ITW’s business-ethics standards. As corporate secretary, he’s also responsible for preparing the written material to be discussed at board meetings and writing up the minutes afterward. He manages two other departments as well: safety and environment and governmental affairs, which has him traveling to Washington, D.C., to lobby. Right now, he’s focused on getting a steel tariff that President Bush imposed in March repealed. The tariff created shortages, Hudnut said, which is a serious problem for a company like ITW that has U.S. operations that consume half a million tons of steel a year. BIGGEST CHALLENGE: Hudnut’s biggest challenge now is staying abreast of all the new regulations under the Sarbanes-Oxley Act and making sure that they’re properly implemented. Hudnut joined six other Chicago-area general counsel in writing to the Securities and Exchange Commission (SEC), urging it to broaden its proposed definition of a financial expert — a criterion that at least one member of a company’s audit committee will be required to meet. The SEC recently agreed to a looser definition after receiving similar comments from many others. OUTSIDE COUNSEL: ITW hires some 100 outside law firms each year, with three Chicago firms doing much of the key work: Gardner Carton & Douglas, which incorporated the company back in 1912, works on its financial, securities and real estate matters; Mayer, Brown, Rowe & Maw provides tax advice; and Sanchez & Daniels handles a lot of its litigation. Thompson Hine represents ITW’s food-equipment group in litigation. Hudnut uses local counsel for work outside the United States and Europe. PREMARK ACQUISITION: Hudnut handled the legal work on the biggest acquisition in ITW’s history, its $3.4 billion purchase of Premark International in November 1999. Deerfield, Ill.-based Premark manufactures commercial food equipment and laminates. Hudnut did the due diligence on the company and served as confidential advisor to ITW’s chief executive on the deal before it was made public. He also took part in the negotiations and closed the transaction after the agreement was reached. He got help doing the due diligence from Mayer Brown. LITIGATION: ITW is typically involved in about 150 lawsuits at any given time, excluding intellectual property cases, which are outside Hudnut’s domain. Most of the suits are products liability cases filed by people injured while using ITW products such as nail guns and restaurant kitchen mixers, grinders and slicers. The company sometimes has to sue its insurers to get them to pay for environmental cleanup at businesses it has acquired. ITW has recovered more than $15 million from such cases in the 11 years Hudnut has been at the company, he said. ITW also gets involved in lawsuits over contract disputes. ITW currently faces a slew of state and federal antitrust class actions filed in 2000, charging its Wilsonart subsidiary, along with its competitors in the laminates market, with price-fixing. The lawsuits were filed after the head of Wilsonart was indicted for allegedly lying to a grand jury investigating industry price-fixing, a charge on which he was later acquitted. The federal cases have been consolidated in In re High Pressure Laminates Antitrust Litigation, in the U.S. District Court for the Southern District of New York in White Plains. The damage amount sought has yet to be determined. Hudnut is personally overseeing the work of ITW’s outside counsel on the case, Chicago-based Winston & Strawn. He’s traveled to White Plains twice for discovery proceedings. ITW plans to move for summary judgment, claiming there’s no basis for the lawsuit, Hudnut said. The state litigation has been stayed pending the outcome of the consolidated federal case. ROUTE TO THE TOP: Hudnut graduated from the Choate School and Princeton University and completed a fellowship at Oxford University before earning a degree from Harvard Law School in 1965. His first job at Davis Polk & Wardwell in New York included a two-year stint in Paris. He joined Bankers Trust Co. in New York in 1973 and was later promoted to general counsel. He went on to serve as general counsel at two more Fortune 500 companies: Scovill Inc., a diversified manufacturing company in Waterbury, Conn., later acquired by another company, and MBIA Inc. in White Plains, the leading U.S. municipal-bond insurer. Hudnut took a sabbatical in 1990 after 25 years as a corporate attorney. He spent 18 months leading life/career-renewal canoe trips in the Boundary Waters of northern Minnesota and western Ontario for Outward Bound. Afterward, he decided to make a career change: “I was all set to go out to Bozeman, Mont., and be an environmental lawyer.” So he went to get a master’s in environmental law at Pace University School of Law in White Plains. But soon after he started, ITW came calling. He’d given the company’s general counsel advice on a problem it was having in Connecticut when he was based in the state about six years earlier. Now, ITW’s general counsel was retiring and thought Hudnut would make a good replacement. The company was in a hurry to fill the position. So he abandoned his dream of moving to Bozeman and dropped out of school to join ITW in December 1991. FAMILY: Hudnut and his wife, Vivian Leith, a former lawyer and executive recruiter, have been married for 10 years. He has three sons from a previous marriage: Alec, 39, the CEO of a robotics startup in Pasadena, Calif.; Drew, 36, a family doctor in Sacramento, Calif.; and Parker, 30, an official with Chancellor Beacon Academies in Cambridge, Mass. His five grandchildren are aged 1 to 5. LAST BOOK READ: “Band of Brothers,” by Stephen Ambrose.

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