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This is a memorandum based on materials prepared for CEOs and CFOs discussing alternative due diligence procedures for the certification pursuant to � 906 of the Sarbanes-Oxley Act of 2002 called for under the SEC’s June 27 order. It is equally relevant on a prospective basis for CEOs and CFOs considering the certification required under the new act. CERTIFICATION OF PERIODIC REPORT I, [Name and Title of CEO/CFO] of [Name of Company] (the “Company”), certify, pursuant to � 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. � 1350, that: (1) the [Quarterly/Annual] Report on Form [10-Q/10-K] of the Company for the [quarterly period/fiscal year] ended _______ __, 2002 (the “Report”) fully complies with the requirements of �� 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and (2) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: _____ __, 2002 __________________ [Name] [Title] Edward D. Herlihy, Craig M. Wasserman, and Lawrence S. Makow are partners in the New York office of Wachtell, Lipton, Rosen & Katz ( www.wachtell.com).

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