October 31, 2003

TO: Files
FROM: Russell Mancuso
Counsel to Chairman Donaldson
RE: Security Holder Director Nominations
Release Nos. 34-48626; IC 26206
File No. S7-19-03

On October 29, 2003, SEC Chairman Donaldson, Alan Beller (Director of the Division of Corporation Finance), Annette Nazareth (Director of the Division of Market Regulation) and members of the Chairman's staff met with a group of state treasurers and state retirement fund executives about, among other topics, the above-referenced rule proposal. The treasurers and retirement fund executives broadly addressed a concern that the proposed rules are not adequate to allow shareholders effective access to the proxy process. As examples, the attendees mentioned the proposal's triggering events, two-year process, and requirement that nominees be independent of the nominating shareholder.

Several attendees intend to provide details regarding these topics in future communications with the Commission and staff, including through the comment letter process.