D&B: When you're asked to serve on an outside board, what factors do you weigh?

Wriston: First, are there enough hours in the day to give it the attention it deserves? If there aren't, forget it. Then, what is the quality and nature of the management? Is the company engaged in some business which is a conflict of interest with something else you do? What is the general standing of the organization? What do the numbers look like? What do the problems look like? And then, could you bring something to the party? You have to have a check in the yes box of all these questions before you ask the corporate secretary for a copy of the D&O policy, the bylaws, and such to make sure you're okay on those.

D&B: You have appeared before the Securities and Exchange Commission to discuss director liability. Considering the nature of the environment today, do you have second thoughts about serving as a director of an outside company?

Wriston: I think everybody has. What has happened is fairly simple. It costs somewhere in the order of magnitude of $60 to file a suit against a board. I got sued the other day for a modest $100 million for a company in which I have no association. What happened was that the person running the word processor in the law firm just forgot to change the name of the company. They didn't care, of course, because $60 was all that it cost to file the suit. They eventually got it straight.