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Stephen A.

Bouchard 315 West 33rd Street #33J New York, New York 10001 212 255-8300 917-921-6717 CAREER HISTORY Fleischman and Walsh, LLP Partner ('87-'04)/Associate ('85-'87) Senior Securities Partner founding and managing a Corporate-Securities practice in DC regulatory boutique law firm & building group to its peak size of 12+ atto rneys & adding other related specialty groups including energy regulatory & gove rnment relations. Represented public companies in regulated industries including gas utilities & pipelines, electric utilities, land-line & cellular telephone, cable TV, radio-TV broadcasting & high-tech industries. Lead counsel for clients ' '33 & '34 Act filings & '35 Act compliance, M&A & related public & private fin ancings, initial public offerings & follow-on equity, quasi-equity & debt securi ties offerings, hostile acquisition offers & proxy contests, & federal (includin g Sarbanes-Oxley Act) & state law (Blue-Sky & corporation act) legal compliance, & stock-exchange & credit rating agency related corporate governance including principal counsel to public company Boards & independent directors' standing & s pecial committees Fulbright & Jaworski, LLP Associate ('82-'85) Associate in DC office of multi-national law firm working directly with then Sen ior Securities Partner and Senior Banking Partner on SEC/OCC Enforcement matters , complex public company transactions & legislative/regulatory changes & complia nce including Financial Institutions Regulatory Reform Act & Foreign Corrupt Pra ctices Act. Texas State Securities Board Securities Analyst/Administrative Technician ('78-'82) While attending school, worked part-time (20 - 30 hours per week) primarily revi ewing applications for registration of public securities offerings by companies & investment companies. Also advised on exemptions from registration & participa ted in enforcement investigations & audits. Work at this agency provided the pro fessional experience required for me to become licensed as a CPA in Texas in 198 1. EDUCATION University of Texas (Austin): Juris Doctor with High Honors (1982) Bachelor of Business Administration (Major: Accounting) with Highest Honors (197 9)

BAR MEMBERSHIPS District of Columbia Bar (1982) OTHER CERTIFICATIONS Certified Public Accountant (Texas 1981) RECENT CLE/CPE COURSES: Dodd-Frank Wall Street Reform & Consumer Protection Act ; Sarbanes-Oxley Act Accountant Responsibilities/Professional Ethics & Corporate Governance; ENRON: Fraud, Deception & the Aftermath; Small Business & Non-Profi t Accounting & Reporting; Federal Income Tax Developments; Mediation & Arbitrati on Opportunities RECENT ACTIVITIES & COMMUNITY SERVICE * Enumerator & Crew Leader Assistant 2010 Census: Worked in the Homeless/Shelter -Based; Non-Responsive Housing Units (NRFU); & Vacant/Delete NRFU operations * Financed & assisted in production of an independent documentary film that prem iered at TriBeCa Film Festival in 2008 that has since been featured at film fest ivals around the world. * Financed & assisted in opening & operating an art gallery in NYC in 2007, focu sing on Art & Artists from South Africa, particularly art/artists providing serv ices to South African families affected by AIDS. * Chair of Trustees & President; Metro Baptist Church of New York City (since 20 09). (Previously served as Chair of Trustees, & as a Deacon, of Riverside Baptis t Church of Washington, DC & First Baptist Church of Washington, DC). * English to Speakers of Other Languages (ESOL) Teacher, Food Bank volunteer, Ga la Host Committee member & Fundraising Committee member: Rauschenbusch Metro Mi nistries (Hell's Kitchen, New York, NY). * Major Donor/Active Volunteer for various AIDS service organizations in Washing ton, DC.; Volunteer (2010 Tax Preparer) for GMHC SELECTED TRANSACTIONS & CLIENTS * Lead counsel for Southern Union Company (a local gas utility) in its $1.8 Bill ion acquisition of Panhandle Eastern Pipe Line Company from CMS Energy & related financings; orchestrate related state PUC & FERC approvals (2003) * Lead counsel for Southern Union Company's hostile bid for Southwest Gas Compan y & subsequent transactions with target company & competing bidder in settlement of related litigation; also appeared as closing trial witness in civil case in US District Court that resulted in largest judgment in history against an indivi dual (an AZ Corporation Commission member) (1999-2003) * Issuer's counsel in IPOs of two cellular telephone companies (Metro Mobile CTS & Centennial Communications) & Underwriters' counsel in IPO of another (Cellul ar Information Systems) (mid to late 1980's) * Lead counsel in acquisitions & sales of nearly $3 billion of local gas & elect ric distribution companies & assets for two LDCs (1990-2004) * Lead counsel in $1.6 billion stock merger of Metro Mobile CTS, Inc. * the seco nd largest independent cellular telephone company * into Bell Atlantic (now Veri zon)(one of the ten largest public company deals announced in 1991 according to The Wall Street Journal) * Issuer's counsel in billions of dollars of equity, debt & quasi equity offerin gs for cellular telephone companies, local gas distribution company & interstate

gas pipeline company * Represent private company * Mega Communications * in acquiring multiple FM/AM radio stations & related bank financings leading to creation of the largest East Coast Spanish language radio network (late 1990's - 2003) * Restructure public company into voting/non-voting common stock to preserve ent repreneurial founder's voting block while providing equity for growth through re gistered stock swaps & secondary offerings for cash (1988)