M E M O R A N D U M

James H. Cheek, III, Esq., and Robert H. Mundheim, Esq., met with Commissioner Cynthia A. Glassman on January 7, 2003, to discuss the Commission's proposed professional standards for lawyers. They appeared on behalf of the American Bar Association's ("ABA") Task Force on Corporate Responsibility ("Task Force").

Messrs. Cheek and Mundheim indicated that the Task Force was not opposed to the proposed "up the ladder" reporting requirements, provided that certain modifications were made to the triggering definitions and provisions. They stated, however, that the Task Force was strongly opposed to the "noisy withdrawal" provisions for the reasons summarized in the ABA's comment letter dated December 20, 2002.

They noted that the "noisy withdrawal" portion of the proposed rules went beyond the mandate of Sarbanes-Oxley and suggested that the Commission defer consideration of the "noisy withdrawal" pending further comment and analysis.