MEMORANDUM

October 30, 2003

TO: Files
FROM: Russell Mancuso
Counsel to Chairman Donaldson
RE: NYSE and NASD Rulemaking
Corporate Governance Standards for Listed Companies
Release Nos. 34-46443 and 34-47516
File Nos. SR-NYSE-2002-33 and SR-NASD-2002-141


On October 29, 2003, SEC Chairman Donaldson, Alan Beller (Director of the Division of Corporation Finance), Annette Nazareth (Director of the Division of Market Regulation) and members of the Chairman's staff met with a group of state treasurers and state retirement fund executives about several topics, including the above-referenced rulemaking. Among other issues, a general concern was raised about the alignment of director independence standards with shareholders' interests, and concern was expressed about the definition of a controlled company.