Date: 1/5/98 5:45 PM Subject: S7-25-97 I have just recently been made aware of the subject rule change (proposed) and object strongly to several aspects: I believe one of the main cornerstones of democracy is the ability of ordinary citizens to achieve change. While I am sure there are frivolous proposals which take management time to handle, the idea that management can refuse a resolution because it is motivated by "personal grievance" is ludicrous! If the resolution has no merit, then I feel confident the shareholders will reject it-without requiring a great effort by management to refute the proposal. If this is not the case, then the "personal grievance" defense is clearly an effort by management to thwart the wishes of the shareholders. On the same theme, if ten percent of the shareholders are willing to sign their names to a resolution, I believe the resolution deserves consideration. The "Notice of Annual Meeting" is the one place that proponents can present their ideas to all shareholders for consideration. Again, if the idea has little or no merit, its refutation should require little or no comment by management. Given the amount of time it takes to discuss and convince people about new ideas, and the difficulty individuals have in collecting a large number of signatures, increasing the "thresholds" from 3, 6, and 10 percent seems distinctly undemocratic. My third problem is with the ten million dollar limit. There are valid issues for which there is little or no revenue. Further, who gets to decide if the matter exceeds this value? I believe that it is the right of shareholders to direct the management of the company, not the right of management to control the shareholders through arbitrary rules put in place by our government! Roger L. House 1632 Chattin Road Glenside, PA 19038-7120 (215) 836-5978