File No. S7-40-02From: Dick D. LeGore [dickdl@earthlink.net] Sent: Tuesday, November 05, 2002 1:46 PM To: rule-comments@sec.gov Subject: File No. S7-40-02 It appears to me that one of the factors a company should consider in making the evaluation as to whether a potential financial expert has needed requisite attributes may exclude a class of potential financial experts well trained and experienced to serve. I recognize that this is not an exhaustive list of factors to consider, but think that, in the current climate, decision makers may tend to read such factors literally. The item I am concerned about is the second factor listed in Section II A. 2. of the proposed rule that reads as follows: “Whether the person is a certified public accountant, or the equivalent, in good standing, and the length of time that the person actively has practiced as a certified public accountant, or the equivalent.” I practiced as an audit partner with KPMG and my career spanned 30 years. My practice included audits of many public companies filing under both the the 1934 and the 1933 Acts. I am no longer a CPA having given up my certificates in Arizona, California and Alaska. I maintain an inactive certificate in Oregon, my original state of certification. I am 64 years old and believe that I have the maturity, education and experience to provide valuable service as a member of a public company board and audit committee. I have never been reprimanded or I was always in good standing during the entire 28+ years that I was certified. Further, I have no reason to believe that any subsequent negative action has been taken regarding my years of practice. I have maintained my membership in the AICPA and the Arizona Society so I have kept up with the various changes in GAAP and Professional Standards. Also, I have never been suspended or barred from practice under Rule 102(e) of the Commissions Rules of Practice. I know that many of my fellow retired partners also have not maintained their certified status having no intention to practice as an independent accountant. I suspect that there a quite a few of persons retired from the various firms in similar situations all of whom would or could be valuable audit committee members for public companies. I would suggest changing the wording of the factor to read as follows: “Whether the person is or was a certified public accountant, or the equivalent, in good standing throughout the term of such person’s practice as a certified public accountant, and the length of time that the person actively has practiced or did practice as a certified public accountant, or the equivalent.” The next factor listed appears to have a similar problem. -- Dick D. LeGore 33372 N. 68th Place Scottsdale, AZ 85262-7129 480-595-9281 480-595-9298 FAX 602-228-7000 Cell Phone