Presents

October 14, 2004

Corporate Governance and Compliance Readiness Seminar:

New Challenges for Corporations and Their Lawyers

University Club, One West 54th Street, New York City

Sponsors:

• McKenna Long & Aldridge LLP, American International Group, Inc., The Bank of New York, Colgate-Palmolive Company, Morgan Stanley and Tyco International (U.S.), Inc.


• American Express Tax and Business Services, Integrity Interactive Corporation and Kelly Law Registry

Purpose:

This seminar will highlight the need for corporate counsel to take appropriate steps to meet the new levels of demand for their corporate governance and compliance services in the Post-Enron era.

Questions to be answered include:

• How has corporate counsel's role changed as a result of Sarbanes-Oxley and other legal developments in the wake of the scandals?


• What challenges do corporate counsel face as a result of their enhanced role in corporate governance?


• Is your law department adequately staffed and otherwise equipped to meet the new corporate governance challenges?


• Where do you find qualified corporate counsel if you decide to staff up?


• How can I find a position with a law department that has decided to add staff?

Schedule of Events:

8:00 - 8:30 Continental Breakfast

8:30 - 8:50 " The New Governance and Compliance Challenges for Corporations - Empowering Lawyers to Meet Them "

Welcome and Introduction by Thomas Baxter, President of the Greater New York Chapter of ACC-A, Executive Vice President and General Counsel, Federal Reserve Bank of New York

8:50 - 9:30 " Forming New Cultures and Ways of Thinking to Enable Corporate Law Departments to Meet Their Client's Governance and Compliance Needs "

Address by William Ide, Partner, McKenna Long & Aldridge LLP, Former General Counsel to Monsanto Corporation, Former ABA President

9:30 - 10:15

Panel: " Recent Responses to Corporate Governance Reforms Within Corporate Law Departments "

Moderator: Thomas C. Baxter, President of the Greater New York Chapter of ACC-A, Executive Vice President and General Counsel, Federal Reserve Bank of New York

Panelists: Thomas Wardell, Corporate Department Chair, McKenna Long & Aldridge LLP

Michael Shepherd , Executive Vice President, General Counsel and Secretary, The Bank of New York

Meyer Eisenberg , Deputy General Counsel, Securities Exchange Commission

10:15 - 11:15

Panel: "Training, Education and Personnel Solutions "

Moderator: Thomas Sabatino, Executive Vice President and General Counsel, Schering-Plough Corporation

Panelists: David Resnicoff, Assistant Compliance Counsel, Tyco International (US), Inc.

Mike Ende, Managing Director, Kelly Law Registry

Steve Lauer, Integrity Interactive Corporation

11:15-12:15

Panel: " Evolving Tools for Corporate Governance and Compliance Solutions "

Moderator: Andrew Hendry, Senior Vice President, General Counsel and Secretary, Colgate-Palmolive Company

Panelists: Ronald Carman, Associate General Counsel and Assistant Secretary, Morgan Stanley

Edgar Sims, Jr. , Partner, McKenna Long & Aldridge LLP

Saul Berkowitz, C.P.A., Managing Director in charge of the Sarbanes-Oxley Consulting Team, American Express Tax and Business Services

12:15 - 1:15 "Working Together: Auditors, Lawyers, Trust and Accountability"

Lunch and Keynote Speaker: William J. McDonough, Chairman, Public Company Accounting Oversight Board

1:15 - 3:00 Breakout Sessions: "Benchmarking Corporate Compliance Programs Today"

3:00 - 3:45 Reports from Breakout Sessions

Moderator: Ernest Patrikis, Senior Vice President and General Counsel, American International Group, Inc.

3:45 - 5:00 Cocktails and Conversation

This seminar will take place from 8:00 am until 5:00 pm at the University Club, One West 54th Street, New York City and will include continental breakfast, lunch and cocktails. The University Club requires coats and ties for men.

There is no registration fee or other charge for the seminar and 7 CLE credits (including one hour ethics) will be available.

For reservations: Contact Leslie Broome at McKenna Long & Aldridge LLP

404.527.8377¥lbroome@mckennalong.com