Service Executive

CHARLENE M. KELLY, MBA, JD

***** ******* **** ( Plainfield, Illinois 60544

630-***-**** ( **********@*****.***

Results-driven employee benefits/ERISA counsel offering a strong balance

between business and legal savvy with a proven track record of 10+ years of

experience counseling diverse clients - including global Fortune 100

companies - on employee benefits and compensation issues. Skillfully

identify and translate client needs and requirements into cost-effective

benefit and compensation programs. Manage all aspects of client engagement

projects to proficiently design, structure and administer executive

compensation and employee benefits plans that take into account an

organization's financial constraints and corporate culture while

simultaneously addressing compliance concerns. Leverage strong

interpersonal and communication skills to build collaborative relationships

with all members of an organization. Spearhead top-performing benefits

teams, providing the strategic guidance and support needed to meet and

exceed all client and business expectations. Core competencies include:

Strategic Planning ( Employee Benefits & Executive Compensation

Program Design ( ERISA Plan Administration Assessments & Advice

Legal Analysis ( Regulatory Compliance ( Mergers & Acquisitions (

Project Management ( Cost Reduction (Financial Analysis

Business Development ( Communications & Interpersonal Skills (

Client & Employee Relations

Service Quality Optimization ( Workforce Planning ( Team Leadership

& Motivation

PROFESSIONAL EXPERIENCE

SEYFARTH SHAW LLP, Chicago, Illinois ( 2006-Present

Full-service law firm serving U.S. and multi-national clients in a variety

of industries.

Income Partner

o Identify and resolve legal and regulatory compliance issues related to

employee benefits, executive compensation (including ERISA top hat plans,

performance-based compensation programs and equity plans) and taxation.

o Partner with client executives, HR management, consultants and actuaries

to facilitate the development of employee benefit and executive

compensation programs that align with client's business goals and

regulatory requirements.

o Analyze the impact of new and proposed legislation impacting ERISA and

the Internal Revenue Code, including recent health care reform, on the

development and administration of compensation and benefits plans.

o Supervise teams of attorneys and collaborate with foreign counsel to

effectively define and structure stock option plans that meet and exceed

customer expectations.

o Ensure compliance with the ever-changing regulations of the Securities &

Exchange Commission (SEC), Internal Revenue Service (IRS), Department of

Labor (DOL) and Pension Benefit Guaranty Corporation (PBGC).

o Coordinate with government contract attorneys on benefit design to

accommodate Cost Accounting Standards.

o Accomplish standard and distress pension plan terminations in accordance

with Title IV of ERISA.

o Address disclosure and reporting requirements under Title I of ERISA

related to qualified and nonqualified retirement plans, COBRA and HIPAA.

o Report existing design and compliance issues to Boards of Directors'

Compensation Committees and recommend changes that support a client's

existing or desired business model.

o Serve as a key member of a multi-disciplinary networking and business

development group tasked with supporting cross-marketing initiatives to

prospect for and secure new customer accounts.

Financial Highlights:

o Grew a major client account by 300% in 2007 after recommending design

changes to its ERISA retirement plan, which improved its use of plan

assets and saved it in excess of $3 million over two to three years.

o Successfully managed a fixed-fee contract with a Fortune 500 client by

balancing the use of lower cost associates and more senior attorneys to

create a cost-efficient structure based on the limited budget.

o Identified cost reduction opportunities after leveraging Lean Six Sigma

tools to map a client's benefit plan restatement process and determine

efficiency improvements.

Operational Highlights:

o Co-founded Seyfarth Women's Network, an organization designed to support

the retention, development and promotion of female attorneys within the

firm.

o Selected to partake in a 6-month Business Development Strategies &

Application Program with a select group of high-potential income

partners.

SCHIFF HARDIN LLP, Chicago, Illinois ( 1998-2006

Full-service law firm serving U.S. and multi-national clients in a variety

of industries.

Income Partner

o Provided legal counsel to facilitate the design of executive compensation

and employee benefit programs, documents and amendments, including cash

balance conversions as well as buy-sell and change in control agreements.

o Handled employee benefits issues resulting from ERISA litigation and

mergers and acquisitions (M&A), which involved conducting due diligence

analyses and consolidating existing benefits plans to support seamless

transition.

o Reported to and participated in meetings with Retirement Committees

consisting of senior executives.

o Advised on ERISA issues in complex litigation.

o Served as a member of Schiff's Recruiting Committee.

Financial / Operational Highlights:

o Successfully managed the employee benefit relationship with Schiff's

largest institutional client, which generated a total of $1M+ in annual

billings for the firm.

o Effectively consolidated 11 401(k) plans and converted 4 traditional

pension plans into cash balance plans after skillfully managing all

aspects of the project - balancing client needs, directing consultants

and leveraging the actuaries' formulas to structure new benefits plans.

EDUCATION

Juris Doctorate - DePaul University College of Law, Chicago, Illinois

Member, DePaul Law Review ( Dean's Scholar ( CALI Award for Federal

Taxation

Master of Business Administration in Finance -Northern Illinois University,

DeKalb, Illinois

Bachelor of Science in Applied Mathematics - Northern Illinois University,

DeKalb, Illinois

Minor in Economics ( Graduated in 3 Years ( Recipient of full University

Scholarship

AFFILIATIONS

American Bar Association ( Former Chair, The Chicago Bar Association

Employee Benefits Committee(

Seyfarth Women's Network National Leadership Team

PUBLICATIONS

. Co-Author - "Qualified Domestic Relations Orders: Overview" and "Domestic

Relations Order Checklist," PLC Law Department (January 2010)

. Co-Author - "Applying for an Internal Revenue Service (IRS) Determination

Letter," PLC Law Department (January 2010)

. Author - "A Benefits Primer for New Employees," Workforce Management,

www.workforce.com (July 17, 2009)

. Co-Author - "Due Diligence Review of Health and Welfare Benefit

Arrangements: Two Perspectives on One Process," Employee Benefit Plan

Review (December 2006)

. Author - "Paying Plan Expenses with Plan Assets," Blue Prairie Newsletter

(August 2006)

. Co-Author - "Addressing the Mutual Fund Crisis," Bank Consulting Group,

Inc. NetWorth Newsletter (May/June 2004)

. Co-Author - "A Survival Guide to Employee Benefits for the Non-Benefits

Attorney," CBA Record (November 2003)

. Author - "Plan, Prepare and Prioritize: Negotiating Your Employment

Agreement," Financial Institutions Update (September 2003)

. Author - "Synthetic Stock Award Plans: A Strategic Compensation Program

for Financial Institutions," Financial Institutions Update (September

2002)

. Co-Author - Nonqualified Deferred Compensation Supplement (2000-05),

Thomson/West Publication

. Co-Author - Qualified Deferred Compensation Plans - Forms Supplement

(2000-05), Thomson/West Publication

. Co-Author - "Sales of Not-For-Profit Hospitals to For-Profit

Corporations," Trusts & Estates (October 1998)

PRESENTATIONS

. "Worker Misclassification: Ouch! That's Gonna Leave a Mark," Seyfarth

Shaw LLP webinar (April 2010)

. "Fiduciary Duty & Managing the Risks," Profit Sharing Council of America

Midwest Regional Conference (March 2010)

. "Plan, Prepare and Prioritize: Negotiating Your Employment Agreement,"

Scherer Schneider & Paulick (October 2005)

. "Compensating Service Providers with Plan Assets," American Society of

Pension Actuaries 2003 Great Lakes IRS/ASPA Benefits Conference (May

2003)

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