NELL HENNESSY, Esq.

Nell Hennessy is President of Fiduciary Counselors Inc., a registered investment advisor and benefits consulting firm that acts as an independent fiduciary for employee benefit plans. She also advices on fiduciary matters and on the benefits aspects of mergers, acquisitions, bankruptcies and corporate restructuring.

Ms. Hennessy was Deputy Executive Director and Chief Negotiator of the Pension Benefit Guaranty Corporation (PBGC), the federal government agency that guarantees private pensions, from 1993 to 1998. As Chief Negotiator, she represented PBGC's interests in negotiations with large companies concerning their liability for underfunded pension plans, usually in connection with mergers, acquisitions bankruptcy or other corporate transactions. Working closely with the Department of Labor, she negotiated an agreement with General Motors Corporation which permitted GM to the make the largest contribution of employer stock to its hourly plan in U.S. history, forming the basis for a ground-breaking prohibited transaction exemption from the Department and allowing GM to subsequently spin off it EDS subsidiary. She also negotiated the restructuring of TWA's debt to PBGC and Carl Ichan, allowing TWA to successfully reorganize in 1996. The Early Warning Program she headed was awarded one of the first federal Innovations in American Government Awards by the Ford Foundation and the Kennedy School of Government at Harvard University.

Ms. Hennessy is an active member of the American Bar Association, having chaired the ABA Joint Committee on Employee Benefits. She recently served on the ABA Presidential Task Force on Corporate Responsibilities. She is a founding member and past President of the Worldwide Employee Benefits Network (WEB), a Charter Fellow and a founding member of the Board of Governors of the American College of Employee Benefits Counsel, and a member of the Board of Directors for the Women's Institute for a Secure Retirement.

Ms. Hennessy received her undergraduate degree from James Madison College at Michigan State University in 1971, her law degree from the Catholic University of America in 1978 and her Master of Law (Taxation) from Georgetown University Law Center in 1984. Since 1985, Ms. Hennessy has been an adjunct professor at Georgetown University Law Center, where she helped develop the graduate certificate program in employee benefits and is currently teaching a graduate law seminar on Employee Benefits in Corporate Transactions.

Ms. Hennessy's publications include HR and Benefits Guide to Mergers and Acquisitions (Thompson Publishing 2001) and ERISA--Fiduciary Responsibility and Prohibited Transactions (BNA Tax Management Portfolio No. 365, 2001) (with Edward B. Horahan III, Esq.).