Rich Bernard has seen a lot in his 30 years working for the New York Stock Exchange, first as outside counsel with the law firm Milbank, Tweed, Hadley & McCloy, and since 1996 as the Big Board's general counsel. Most recently, he's been at the center of a historic transformation: Since then-chairman Dick Grasso was ousted in September 2003 following a flap over his compensation, the NYSE has revamped its governance, planned a new electronic trading system and merged with electronic exchange operator Archipelago Holdings that has made the NYSE a public company, ending 213 years as a private, elite membership organization.

But Bernard's real love is helping developing countries build their financial markets, as he did for two years in Russia between leaving Milbank and joining the NYSE. In June he'll give up his post at the exchange to start a consulting firm that will advise emerging-markets exchanges.

"These past three years it's been 24-7," Bernard, 55, tells Institutional Investor. "I haven't had a life." Another factor in his decision: A close friend recently underwent quadruple-bypass surgery, reminding him that life is short. "I started thinking, 'How do I want to have spent my last however-many years?'"

Bernard plans to devote about half of his time to traveling and visiting with family and half to his new firm, which he hopes to establish as a nonprofit, perhaps in conjunction with an academic institution or even under the NYSE umbrella. The firm will focus on such countries as China, Egypt, India, Iran, Iraq, Pakistan and Turkey, where economies are expected to grow rapidly but "the markets are not where they need to be to help those countries realize their potential," he says.

Exchange watchers expect Archipelago general counsel Kevin O'Hara to take the top legal spot at the new NYSE Group after Bernard's departure. (The two were to be co­general counsels under the firms' merger agreement; the NYSE has yet to announce whether O'Hara will get the job to himself now.)

Bernard isn't about to sever ties with the exchange completely. He's staying on as a consultant until New York State Attorney General Eliot Spitzer's lawsuit against Grasso, in which the state is seeking to recover hundreds of millions of dollars in what it terms unreasonable compensation, is resolved. Bernard has been the NYSE's point person on the case, which is scheduled to go to trial in the fall. (Grasso denies wrongdoing and is contesting the charges.)

"I keep praying that the case is going to be settled before I leave," Bernard says. "But since it hasn't happened yet, I'm not planning my life around it."