From: David Keating []
Sent: March 30, 2004
Subject: File No. S7-19-03

I support the proposed rule, but believe it is far too weak to protect investors.

In particular, I see no need for a triggering event in order to allow investors to nominate directors, much less a one year waiting period after such a triggering event. Why current directors should be allowed to continue to destroy shareholder value for another year is beyond me.

I also oppose the rules limit on the number of directors that may be nominated in one year. Investors should be allowed to nominate as many directors as they please, subject to the nomination rule discussed below. If a company needs new directors, it could take years to install a pro-investor majority if the number of investor nominations is limited to one or two.

I agree that nominations should come from investors representing 5% or more of company shares. Frivolous nominations should be discouraged, and the 5% requirement is more than adequate to do so.

David Keating
Chevy Chase MD