Richard A. Steinwurtzel

January 1, 1950

Newark, New Jersey, United States

Worked at Fried, Frank, Harris, Shriver & Jacobson. Admitted to the bar, 1975, District of Columbia. 1982, New York. Member, Legal and Compliance Division, Securities Industry Association, 1985. Author: "New Qualified Purchaser Funds," To Our Clients, April 14, 1997. "Amendments to Rule 144 and Regulation S," SecMail No. 97-02-21, February 21, 1997. "Regulation M: A New Era of Trading Practices Regulation," To Our Clients, January 9, 1997. "Capsule Summary of Proposed Regulation M," To Our Clients, January 9, 1997. "Exhibit A: Summary of Defined Terms Used in the Capsule Summary," To Our Clients, January 9, 1997. "New Section 16 Rules," To Our Clients, June 1, 1996. "Proposed Amendments to the Trading Practices Rules," SecMail No. 96-4-9, April 23, 1996. "Proposed Amendments to the Trading Practices Rules," To Our Clients, April 19, 1996. "Continuing Education Program for Securities Industry Professionals," May 5, 1995. "Disclosure of Restructuring Charges," March 24, 1995. "United States Supreme Court Eliminates Rescission Remedy for Secondary Market Purchasers," March 1995. SIA Annual Compliance & Legal Program, "Avoiding Legal Landmines in Special Transactions," May 2, 1995. "Proposed Revisions to Section 16 Rules," To Our Clients, August 15, 1994. Executive Compensation Workshop, "Compensation Committees and Executive Pay," December 1993. American Stock Exchange Regional CEO Program, "The New Rules: Executive Compensation, Proxy Reform and Accounting for Stock Options," October 1993. American Stock Exchange Regional CEO Program, "The New Rules: Executive Compensation Proxy Reform and Accounting for Stock Options, "June 1993. Articles, SIA Compliance & Legal Seminar, "Avoiding Legal Landmines in Special Transactions," March, 1993. SEC Executive Pay Rule Seminar, January 13, 1993, Prentice Hall. Executive Compensation: SEC and State Law Aspects - Slide Presentation, December 1992. "The New Proxy and Executive Compensation Rules," Fried, Frank, Harris, Shriver & Jacobson Seminar, December 2, 1992. "Proxy Reform and Executive Compensation Reporting Requirements: A New Era of SEC Activism," October 29, 1992. "The SEC's New Preference for Prophecy," Legal Times, July 6, 1992. SIA Seminar, "Avoiding Legal Landmines in Special Transactions," April 1992. "MD&A Through The Eyes Of Management: A Closer Look At The SEC's Caterpillar Decision," To Our Clients, April 23, 1992. A Practical Guide to Section 16: Reporting and Compliance, (Chapter 11: Merger and Acquisition Implications) September 1991 and February 1992 (Contributor). "Section 16 - New Rule Changes," American Society of Corporate Secretaries, October 1991. "The SEC's Roll-Up Initiatives," July 1991. "Proxy Rule Reform Begins," June 1991. "Gollust v. Mendell: Section 16(b) Claim Survives Merger," June 1991. "New Section 16 Rules," March 1991. "SEC Adopts Section 16 Rule Proposals," To Our Clients, January 14, 1991. "Recession Heightens Financial Institution Proxy Contest and Shareholder Proposal Possibilities," To Our Clients, January 14, 1991. "SEC Financial Institutions Task Force Update: Bank of New England Corporation Enters into Consent Agreement Regarding Loan Loss Provisions," To Our Clients, January 11, 1991. "SEC Revises Form S-8 Registration Requirements," September 1990. "SEC Topics of Current Interest," American Society of Corporate Secretaries, September 1990. "Event Risk Update: Credit Sensitive Securities," March 1990. "Super Poison Puts as a Protection Against Event Risks," October 1989. "SEC Staff Reviews Poison Puts," October 1989. "Legal Issues in the International Securities Markets - Rights Issues, Tender Offers and Merger and Acquisition Law," December 1987. "Past, Present & Future International Investing," November 1987. "An Overview of Issues in Restructuring," September 1987. SIA Workshop - "Money Managers," March 1987. "Liability for Insider Trading," January 1987. "Developments of Merger Negotiations: Heublin/Carnation Release," December 1986. "The Evolving Business Judgment Rule," November 1986. "Cutting the Deal - Dynamics of a Mortgage Banking Deal," November 1986. "A Review of Broker-Dealer Litigation Involving Options," October 1985. SIA Seminar, "Soft Dollar Payments," April 1985. "Self-Regulatory Enforcement Action," April 1983. Member: The District of Columbia Bar. New York State and American (Member, Section on Corporation, Banking and Business Law) Bar Associations.

Richard A. Steinwurtzel

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lawyer

Background

Steinwurtzel, Richard A. was born on January 1, 1950 in Newark, New Jersey, United States.

Education

Union College (Bachelor of Arts, cum laude, 1972). National Law Center, George Washington University (Juris Doctor, with honors, 1975).

Career

Worked at Fried, Frank, Harris, Shriver & Jacobson. Admitted to the bar, 1975, District of Columbia. 1982, New York.

Member, Legal and Compliance Division, Securities Industry Association, 1985.

Author: "New Qualified Purchaser Funds," To Our Clients, April 14, 1997. "Amendments to Rule 144 and Regulation S," SecMail No. 97-02-21, February 21, 1997.

"Regulation M: A New Era of Trading Practices Regulation," To Our Clients, January 9, 1997. "Capsule Summary of Proposed Regulation M," To Our Clients, January 9, 1997. "Exhibit A: Summary of Defined Terms Used in the Capsule Summary," To Our Clients, January 9, 1997.

"New Section 16 Rules," To Our Clients, June 1, 1996. "Proposed Amendments to the Trading Practices Rules," SecMail No. 96-4-9, April 23, 1996.

"Proposed Amendments to the Trading Practices Rules," To Our Clients, April 19, 1996. "Continuing Education Program for Securities Industry Professionals," May 5, 1995. "Disclosure of Restructuring Charges," March 24, 1995.

"United States Supreme Court Eliminates Rescission Remedy for Secondary Market Purchasers," March 1995. SIA Annual Compliance & Legal Program, "Avoiding Legal Landmines in Special Transactions," May 2, 1995. "Proposed Revisions to Section 16 Rules," To Our Clients, August 15, 1994.

Executive Compensation Workshop, "Compensation Committees and Executive Pay," December 1993. American Stock Exchange Regional CEO Program, "The New Rules: Executive Compensation, Proxy Reform and Accounting for Stock Options," October 1993. American Stock Exchange Regional CEO Program, "The New Rules: Executive Compensation Proxy Reform and Accounting for Stock Options, "June 1993.

Articles, SIA Compliance & Legal Seminar, "Avoiding Legal Landmines in Special Transactions," March, 1993. SEC Executive Pay Rule Seminar, January 13, 1993, Prentice Hall. Executive Compensation: SEC and State Law Aspects - Slide Presentation, December 1992.

"The New Proxy and Executive Compensation Rules," Fried, Frank, Harris, Shriver & Jacobson Seminar, December 2, 1992. "Proxy Reform and Executive Compensation Reporting Requirements: A New Era of SEC Activism," October 29, 1992. "The SEC's New Preference for Prophecy," Legal Times, July 6, 1992.

SIA Seminar, "Avoiding Legal Landmines in Special Transactions," April 1992. "MD&A Through The Eyes Of Management: A Closer Look At The SEC's Caterpillar Decision," To Our Clients, April 23, 1992. A Practical Guide to Section 16: Reporting and Compliance, (Chapter 11: Merger and Acquisition Implications) September 1991 and February 1992 (Contributor).

"Section 16 - New Rule Changes," American Society of Corporate Secretaries, October 1991. "The SEC's Roll-Up Initiatives," July 1991. "Proxy Rule Reform Begins," June 1991.

"Gollust v. Mendell: Section 16(b) Claim Survives Merger," June 1991. "New Section 16 Rules," March 1991. "SEC Adopts Section 16 Rule Proposals," To Our Clients, January 14, 1991.

"Recession Heightens Financial Institution Proxy Contest and Shareholder Proposal Possibilities," To Our Clients, January 14, 1991. "SEC Financial Institutions Task Force Update: Bank of New England Corporation Enters into Consent Agreement Regarding Loan Loss Provisions," To Our Clients, January 11, 1991. "SEC Revises Form S-8 Registration Requirements," September 1990.

"SEC Topics of Current Interest," American Society of Corporate Secretaries, September 1990. "Event Risk Update: Credit Sensitive Securities," March 1990. "Super Poison Puts as a Protection Against Event Risks," October 1989.

"SEC Staff Reviews Poison Puts," October 1989. "Legal Issues in the International Securities Markets - Rights Issues, Tender Offers and Merger and Acquisition Law," December 1987. "Past, Present & Future International Investing," November 1987.

"An Overview of Issues in Restructuring," September 1987. SIA Workshop - "Money Managers," March 1987. "Liability for Insider Trading," January 1987.

"Developments of Merger Negotiations: Heublin/Carnation Release," December 1986. "The Evolving Business Judgment Rule," November 1986. "Cutting the Deal - Dynamics of a Mortgage Banking Deal," November 1986.

"A Review of Broker-Dealer Litigation Involving Options," October 1985. SIA Seminar, "Soft Dollar Payments," April 1985. "Self-Regulatory Enforcement Action," April 1983.

Member: The District of Columbia Bar. New York State and American (Member, Section on Corporation, Banking and Business Law) Bar Associations.

Achievements

Bar: District of Columbia 1975.

Membership

Member American Bar Association (section corporation, banking and business law), New York State Bar Association, District of Columbia Bar, Securities Industry Association (member legal and compliance division since 1985).

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Richard A. Steinwurtzel

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