To : Commission File No. S7-10-03
From : Lillian Cummins
Special Counsel
Office of Mergers and Acquisitions
Division of Corporation Finance
U.S. Securities and Exchange Commission
Re : Solicitation of Public Views Regarding Possible Changes to the Proxy Rules
Release No. 34-47778
Date : May 28, 2003

On May 22, 2003, members of the Division of Corporation Finance met with representatives from the AFL-CIO, the International Brotherhood of Teamsters (IBT), the United Brotherhood of Carpenters and Joiners of America (Carpenters), Amalgamated Bank and Laborer's International Union of North America (Laborer's) in connection with the Commission's directive that the Division review and formulate possible changes in the proxy rules and regulations and their interpretations regarding procedures for the election of corporate directors.

Division of Corporation Finance participants: Alan L. Beller, Director, Martin P. Dunn, Deputy Director, Lillian Cummins, Special Counsel, Office of Mergers and Acquisitions and Grace Lee, Special Counsel, Office of Chief Counsel.

Outside participants: Jennifer O'Dell and Carin Zalenko, IBT, Bill Patterson, Michael Garland and Damon Silver, AFL-CIO, Ed Durkin, Carpenters, Con Hitchcock, Amalgamated Bank and Linda Priscilla, Laborer's.