National Association of Corporate Directors

June 13, 2003

Mr. Jonathan Katz
Secretary
Securities and Exchange Commission
450 Fifth Street
Washington, DC 20549

Dear Mr. Katz:
In response to the SEC's call for comments on director elections, we the members of the governing board of the National Association of Corporate Directors (NACD), propose the following four recommendations on this topic.

Recommendations:

    1) The process for director nominations should be entrusted to a committee of independent directors of the board.

      a) This committee should have at least the nominating functions described in the proposed New York Stock Exchange listing rules pertaining to the governance/nominating committee.

      b) This committee should develop and disclose to shareholders its criteria for recommending nominees to the board; its process for receiving and reviewing director candidates from shareholders for placement on the proxy voting cards and other proxy materials; and the deadline date by which nominations must be received in order to be considered at an annual meeting. This requirement in no way diminishes the right of the board to fill unanticipated vacancies that may occur between annual meetings.

    2) Shareholders may, if so disposed, amend the bylaws of the company to provide for a process different from the one described in Item 1 above.

    3) The format for proxy voting cards should make it clear that shareholders can vote yes, no, or abstain for individual candidates by so indicating next to the name of the candidate.

    4) The amount of information concerning director candidates required to appear in the proxy statement should be expanded to include, at a minimum, the most recent business or professional position held by the candidate.

Sincerely,

B. Kenneth West, Chairman   Roger W. Raber, President