Director Management

DEBRA L. HENNING

*** ******* ******, **********, ** 06606

Home: 203-***-**** Cell: 203-***-**** ***********@***.***

Accomplished corporate legal department professional with a comprehensive

background in supporting the Corporate Secretary function of a public

company. Specific areas of expertise include senior management and board

relations, SEC compliance and corporate governance. Excels at interacting

with C-level executives, legal professionals and key stakeholders. Proven

value through attention to detail and dedication as a team member,

demonstrated by longevity and progression throughout career. Able to

multitask and prioritize, ensuring follow through to reach common goals and

objectives. Experienced in working in fast-paced, dynamic environment.

Dedicated and focused, always operating with integrity. Recognized

ability to handle highly confidential matters in a discreet and ethical

manner. Excellent interpersonal and communication skills.

PROFESSIONAL EXPERIENCE

UST Inc., Stamford, CT . 1983-2009

A $10 billion S&P 500 public holding company for its principal

subsidiaries: U.S. Smokeless Tobacco Company (the leading producer and

marketer of moist smokeless tobacco products) and International Wine &

Spirits (produces and markets premium wines through its Ste. Michelle Wine

Estates subsidiary).

Administrator-Stockholder Relations and Compliance (Legal Dept.)

2003-2009

Corporate Secretarial Support, Stockholder Relations and Compliance

. Provided primary Legal/Corporate Secretary Department support.

. Prepared and maintained the Company's corporate record books, including

Board of Director and Committee communications and minutes. Implemented

tracking system which expedited retrieval of historical Board and

Committee resolutions.

. Assisted Corporate Secretary/Corporate Counsel in the preparation of

Board and Committee minutes, agendas, draft resolutions, written consents

and other supporting materials for all meetings.

. Directed the organization, packaging and distribution of all Board and

Committee meeting materials.

. Managed records for senior management and Board member equity grants.

Responsible for pre-clearance of all directors and officers stock

transactions and the reporting of all records of stock ownership and

section 16 reporting of Board of Directors and Executive Officer's stock

transactions to the Securities and Exchange Commission, including Rule

144, Forms 3, 4 and 5, ensuring compliance with the Company's insider

trading policy and federal securities laws.

. Designed and implemented stock ownership statement for Board members to

reconcile all stock holdings including; restricted stock, dividend

reinvestment, deferred stock, dividend equivalents and long-term incentive

awards.

. Administration and coordination of Director Education Program.

. Liaised with transfer agent to resolve stockholder/employee issues

regarding stock transfers, dividends and dividend reinvestment.

. Assisted Corporate Counsel with the review and drafting of 10K & Proxy

Statement and annual Directors' and Officers' questionnaires.

. Prepared documents for subsidiaries for state filings, including

incorporations/withdrawals & dissolutions, qualifications and amendments,

as required.

. Coordinated and directed the transfer of all corporate records following

merger transaction with Altria Group.

Stock Option Analyst (Human Resource Dept.) 1999-

2003

Treasury Analyst /Stock Option Plan Administrator (Treasury Dept.) 1987-

1999

Equity Plan Administration

. Processed director/employee stock option grants, exercises and sales

transactions on in-house stock option system.

. Monitored all director/employee stock option transactions (cashless

exercises) through outside brokerage firms.

. Prepared and maintained all historical stock option records and reports

to management.

. Assisted IT Department on the design and implementation of in-house stock

option system.

Secretary/Insurance Administrator 1983-1987

PROFESSIONAL AFFILIATIONS

Member - National Association of Stock Plan Professionals

Member - Romeo & Dye's Section16.net

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