Independent Community Bankers of America ICBA
America's Community Bankers

November 19, 2002

The Honorable Harvey L. Pitt
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Dear Chairman Pitt:

The undersigned associations, representing community banks nationwide, respectfully request that the Securities and Exchange Commission extend the comment period for its proposed rule entitled "Disclosure Required by Sections 404, 406 and 407 of the Sarbanes-Oxley Act of 2002," File No. S7-40-02, 67 F.R. 66208 (October 30, 2002), for an additional 15 to 20 days.

Our members include thousands of banks and savings institutions that either are publicly traded or issue registered securities, and that will be subject to the new disclosure rules. We believe that many of these institutions may find it difficult to identify and attract "financial experts," as defined by the proposed rule, to serve on their audit committees.

A 30-day comment period, particularly one that includes a shortened number of work days due to the Thanksgiving holiday, hampers our ability to gather sufficient input from our members to properly and adequately assess the impact of the proposed rules and provide the Commission with the highest quality comments in communicating our views on the proposal. This is especially true in light of the numerous other rules simultaneously issued by the Commission to implement the Sarbanes-Oxley Act that impact our members and on which we may wish to comment. We understand that the SEC staff is under time pressure of its own and that an extension of the comment period may be desirable for that reason as well.

Extension of the comment period for 15 to 20 days will better enable us to determine the impact of the proposal and provide more informed comments and recommendations to the Commission.

Thank you for your consideration of this request.


Independent Community Bankers of America
America's Community Bankers

cc: The Honorable Cynthia A. Glassman
The Honorable Harvey J. Goldschmid
The Honorable Paul S. Atkins
The Honorable Roel C. Campos