M E M O R A N D U M

Stanley Keller, Esq., and M. Peter Moser, Esq., met with Commissioner Cynthia A. Glassman on January 13, 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 Implementation of Section 307 of the Sarbanes-Oxley Act of 2002 ("Task Force").

Messrs. Keller and Moser indicated that the Task Force was not opposed to the proposed "up the ladder" reporting requirements, provided that modifications were made to the triggering definitions and provisions, but that it was strongly opposed to the "noisy withdrawal" requirement for the reasons stated in the ABA's comment letter dated December 18, 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.