November 11, 2002

The Honorable Harvey L. Pitt
Chairman
United States Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Chairman Pitt:

It is with regret that I inform you of my intention not to serve as Chairman or member of the Public Accounting Oversight Board which is in the process of organization.

As you know, I was persuaded by a majority of the Commission that the new Board created by the Sarbanes-Oxley Act was of major importance in the present business climate and that my experience and past service could help assure a good beginning. There was additional support from the Secretary of the Treasury and the Chairman of the Federal Reserve Board who were consulted as a part of the selection process. I am grateful that even those who did not support me assured me they would work with me to help launch the new Board successfully. The composition of the Board is otherwise excellent, and the other members are eager to start.

Unfortunately, many forces at work produced a kind of "perfect storm." Notwithstanding my best efforts to communicate the facts accurately and forthrightly, media interest shows no sign of abatement. I now believe my continued presence on the Board will only generate more distractions which will not be helpful to the important mission of the Board. Therefore I must step aside.

Those who know me will appreciate that I do not abandon duty lightly. It is time to clear the air. A new SEC Chairman will no doubt wish to have a part in the selection process of a new Board Chairman who can devote his or her full energy to building this important enterprise. That is my hope and my reason for giving up the position to which I was elected.

I pledge my continue cooperation to the Commission and the Board.

Sincerely,


William H. Webster