Cynthia Cooper's book Extraordinary Circumstances: The Journey of a Corporate Wh istle-blower details the corruption at WorldCom that led

to its meltdown. ABOUT CYNTHIA COOPER Cynthia Cooper is not a politician and has never run for public office. And yet without her efforts, the Sarbanes-Oxley Act the most sweeping investor-protectio n legislation passed by Congress since the Great Depression might never have bee n enacted. Six years ago, following the collapse of Enron, angry lawmakers held hearings, t hreatened auditors and warned CEOs that sleight-of-hand accounting tricks would not be tolerated. The Justice Department even indicted one auditing firm, Arthur Andersen, essentially putting it out of business. But by June of 2002, the sound and fury surrounding Enron's collapse had subside d. Congress planned to pass some form of legislation, but the passions that sway ed lawmakers in the winter of 2002 had eased. Business as usual was coming back into fashion. Then WorldCom dropped a bombshell: It disclosed a $3.8 billion accounting fraud of its own, sowing panic among investors. The company filed for bankruptcy prote ction, wiping out its shareholders, and the public demanded immediate action. Co ngress complied, passing the law known as the Sarbanes-Oxley Act. But the only reason WorldCom's board of directors discovered the accounting frau d was through the efforts of the company's internal auditor, Cynthia Cooper, and her dedicated subordinates. For her efforts, Cooper was named one of Time magazine's "persons of the year" f or 2002, along with whistle-blowers Sherron Watkins of Enron and FBI agent Colee n Rowley. Since then, Cooper, 43, has maintained a low profile, giving speeches to univers ities and trade groups. Now, with the publication of her new book, Extraordinary Circumstances: The Jour ney of a Corporate Whistle-blower, (Wiley, 367 pages, $27.95) we finally get an inside account of what really happened at WorldCom. It's a powerful tale. Cooper's story has been partially told before, most notabl y in The Wall Street Journal and in a report prepared for WorldCom's board of di rectors. But her adventures at WorldCom come to life in this first-person account. The Mi ssissippi native describes how, early in 2002, at the request of a colleague, sh e began investigating some unusual accounting entries over at WorldCom's wireles s division. Little did she know at the time, but Cooper had picked up a thread t hat would eventually lead to WorldCom's accounting manipulations. She approaches a partner at WorldCom's auditing firm, Arthur Andersen, to discus s the matter further. The Andersen partner assures her that any aggressive accou nting entries in wireless are balanced out on a corporationwide basis. The next day, Cooper leaves work early to squeeze in an appointment at the haird resser. With an 8-month-old daughter at home, it's a rare opportunity for some q uiet time. But while she's in the middle of the bleaching process, shrouded in t in foil, with hairdryers blaring all around, she gets a call saying that Scott S ullivan, WorldCom's boy-wonder chief financial officer, wants to speak to her im mediately. She phones in to the office, and Sullivan chides her for snooping around the wir eless accounting treatments. He tells her not to discuss the matter with Anderse

n auditors, but to channel all her queries through his own deputy, David Myers. It's like a scene from a Lifetime "Moment of Truth" movie. Cooper has no idea th at Sullivan is hiding a massive fraud that will result in the biggest bankruptcy in U.S. history, sending him and his boss to jail, but her gut instinct tells h er that something is amiss. "No one wants to believe their boss is perpetrating a fraud," says Cooper during an interview last week at a Manhattan hotel, where she was promoting her book. "You want to believe there is a valid explanation." After several months, Cooper's team figures out that Sullivan's department has m ade $3.8 billion in questionable accounting entries that had the effect of infla ting WorldCom's earnings. Despite being lauded months later in Time magazine, Cooper says she never felt l ike a hero. Just the opposite: In the aftermath of the disclosure of the fraud, with the press and lawyers and congressional investigators constantly on her tra il, Cooper is seized by depression and anxiety. She comes to understand that her life will never be the same. Sullivan, the CFO, ultimately pleaded guilty to several crimes and testified on behalf of the government against WorldCom CEO Bernie Ebbers. Ebbers was convicte d and sentenced to 25 years in prison. Sullivan, because of his cooperation, got five years. These days, Cooper spends most of her time talking to high school students and c ollege students, urging them to be prepared for that moment when an ethical choi ce presents itself. "People don't often realize that they're facing a dilemma," Cooper says. "There are a lot of pressures that come to bear in the workplace, a nd people should prepare beforehand."