Subject: Shareholder resolutions Date: 3/12/99 6:28 PM To: Mr. Jonathan Katz Secretary of the SEC For over twenty-five years, socially concerned shareholders have been active in encouraging companies to act in a socially responsible manner and to follow good governance policies. One of the most important and effective tools for them to raise issues with corporations and press for more corporate responsibility has been the filing of shareholder resolutions for a vote at a company's annual stockholder meeting. Shareholder resolutions can bring attention to social and environmental concerns and allow them to be placed on a company's annual ballot so that all owners can have a voice in addressing concerns, protecting their financial interests, and demanding corporate responsibility. The Securities and Exchange Commission (SEC) has proposed new regulations [Rule 14-a(8)], which, if adopted, would effectively destroy the shareholder resolution process. The Commission has crafted a package that moves in the opposite direction of corporate responsibility and accountability. These new rules would result in the most far-reaching changes in the shareholder resolution process in a quarter century. These proposed changes to the shareholders resolution process are unacceptable and contrary to the public interest. You must preserve Rule 14-a(8), as it is a valuable part of the corporate management process and a means of shaping corporate policy. As you know, the shareholders resolution is an important tool for pressing corporations to be responsive to their investors and the larger public. Thank you, Nicole M. Jordan 883 Cambridge St. Cambridge MA 02141 (617) 497-0710