Manager Management

MICHAEL I. POLLARD, Esq.

** ***** ***** ****, *** Greenwich, CT 06870

203-***-****, ********@***.***, www.linkedin.com/in/mipollard

SENIOR CORPORATE COUNSEL

Securities . Governance . FDA Compliance . Corporate Secretary . Corporate

Ethics . Relationship Building . Complex Contract Negotiations . Strategic

Orientation . Labor & Employment . Cross-Functional Team Leadership

Accomplished senior corporate attorney with a comprehensive background in

securities, governance, corporate secretarial matters, SEC & FDA

compliance, antitrust compliance, environmental regulation, corporate

ethics, and labor and employment law matters. Proven value and dedication

as a team member, as demonstrated by longevity and progression throughout

career. Trusted advisor to senior management and board of directors. Excel

at interacting with C-level executives, board of directors, legal

professionals, outside counsel and key stakeholders. Sharp but nimble

decision-making and business acumen, with solid ability to complete

projects timely and within budget. Reputation for integrity, strategic

thinking, problem solving, work ethic, and analytical skills.

RECENT ACCOMPLISHMENTS

. Earned top company award for outstanding leadership and performance in

advising senior management and Board during the $12 billion merger

transaction with Altria Group, Inc., including responsibility for M&A

documentation, due diligence and corporate secretarial duties, including

20 board meetings within 6 months related to merger.

. Restructured decades-old compliance & ethics program and associated

training, resulting in national recognition as a top-tier corporate

ethics and compliance program.

. Reduced Company's risk profile by developing and implementing a

sustainable Enterprise Risk Management process that supported existing

business practices.

PROFESSIONAL EXPERIENCE

UST Inc. (Altria Group, Inc.), Stamford, CT . 1999-2009

With $2 billion in annual revenues, UST Inc. is the 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).

Senior Corporate Counsel (2003-2009)

Corporate Counsel (2001-2003)

Manager, Employee Relations (1999-2001)

Corporate Secretarial, Securities & Governance

. Planned, coordinated and managed all Board and Committee meetings in

collaboration with the Chairman, Chief Executive Officer and the Board of

Directors; drafted all meeting minutes, resolutions, charters, by-laws,

governance guidelines and presentations.

. Organized and implemented the annual meeting of stockholders.

. Effectively prepared and presented detailed governance and executive

compensation reports at Board of Directors Meetings, providing data

instrumental to short-term and long-range business planning.

. Applied organizational skills and strong attention to detail toward

drafting corporate filings to the SEC (Forms 3, 4, 5 8-k, 10-K 10-Q) and

promptly responding to inquiries from the NYSE.

. Conducted comprehensive review and analysis of finance, accounting and

legal functions to proficiently prepare UST's annual proxy statement,

including responding to shareholder proposals.

. Drafted merger proxy for the SEC and advised management on strategic

legal and regulatory issues.

Continued...

MICHAEL I. POLLARD, Esq. ( Page 2 ( ********@***.***

Business & Operations Leadership

. Effecitvely negotiated numerous complex contracts, including those

related to real estate purcheses/leases, aircraft purchases/divestitures

and manufacturing material acquisition.

. Effectively managed Corporate Secretary's department and numerous cross-

functional project teams.

. Allocated, administered and managed legal department accrual process and

annual budget of $32 million.

. Generated significant cost savings by persuasively negotiating contract

pricing and terms with outside counsel and vendors to maximize cost-

effectiveness and quality of services.

. As Chairman of the Policy Committee, oversaw all aspects of policy

drafting, communication and management.

Compliance & Risk Management

. Legal counsel related to FDA compliance matters, including training

development and implementation.

. Served as lead counsel to manufacturing facilities ensuring environmental

regulatory compliance. Managed all investigations conducted by

environmental agencies.

. Appointed by CEO and Audit Committee to serve as Chief Counsel to the

Compliance Committee, with accountability for the Compliance HelpLine,

including communications, reporting and direction of all related

corporate investigations. Innovatively designed, developed and

implemented an award winning Code of Corporate Responsibility and

associated web-based training for employees.

. Developed and conducted numerous antitrust and employment related

training seminars company-wide.

. Proactively supported the Company's Chief Risk Officer as Counsel by

developing and executing the enterprise risk management system.

Labor & Employment

. Successfully achieved numerous wage, benefits and other cost savings by

serving as Lead Counsel and Company Representative in labor negotiations

and arbitrations with employee unions (SEIU, IBEW, RWDSU).

. Built and established key relationships and liaised effectively with some

of the nation's largest and most influential employee unions.

. Directed all facets and phases of employment litigation and responded to

administrative agency complaints (EEOC and CCHRO).

. Reduced company's exposure to employee lawsuits through adherence to fair

and consistent employment practices as well as through development of a

sound internal investigatory process trusted by employees.

Career Note: Additional experience as Associate (Labor & Employment Law &

Litigation) for Epstein Becker & Green, P.C. (1998-1999) and Senior

Forecasting Analyst for Playtex Apparel, Inc. (1992-1995).

EDUCATION & PROFESSIONAL DEVELOPMENT

Juris Doctor - Quinnipiac University School of Law, Hamden, CT

Bachelor of Arts in Economics & Bachelor of Arts in Communication Science -

University of Connecticut, Storrs, CT

Institute on International & Comparative Law - Trinity College, Dublin,

Ireland

Finance & Accounting for the Non Financial Manager - Wharton School of

Business

Program on Labor Negotiation - Harvard Law School

Advanced Communication and Leadership - Bell Leadership Institute

BAR ADMISSIONS & PROFESSIONAL AFFILIATIONS

Admitted to Connecticut State and Federal Bars

Campaign Manager/Strategist & Advisor - First Selectman, Town of Greenwich

(2007 & 2009)

Board Member - Greenwich Point Conservancy, Friends of Greenwich Point

Board Member - Children's Day School

Member - Connecticut Bar Association, Business Law and Labor & Employment

Law Sections

Member - National Association of Corporate Directors

Member - Society of Corporate Secretaries and Governance Professionals[pic]

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