Keating, Muething & Klekamp, p.l.l.
1400 Provident Tower . One East Fourth Street . Cincinnati, Ohio 45202
Tel. (513) 579-6400 . TDD (513) 579-6461

Gary P. Kreider
Direct Dial: (513) 579-6410
Facsimile: (513) 579-6457
E-Mail: gkreider@kmklaw.com

July 1, 2003

Via E-Mail Only to: rule-comments@sec.gov<

Secretary
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549-0609

Re: File No. SR-NASD-2002-141

Dear Ladies and Gentlemen:

I am submitting two comments to the proposal:

  1. Rule 4200(a)(14) substitutes a family member definition for former utilization of immediate family. I believe the substitution is too broad in that it is stated to be "any person who is a relative by blood, marriage or adoption or who has the same residence." Literally, the use of the work relative is too broad and incapable of utilization. It would obviously include unknown persons. The definition of immediate family is more specific and would meet the purpose of dealing with family members. That definition, proposed to be removed from 4200(a)(15) was "immediate family includes a person's spouse, parents, children, siblings, mother-in-law, father-in-law, brother-in-law, sister-in-law, son-in-law, daughter-in-law and anyone who resides in such person's home." That definition, in my opinion, includes every relative who would be inclined to be in a cooperative relationship with an individual, with the possible exception of a mother-in-law.

  2. I think there is confusion in the Nominating Committee provisions of proposed Rule 4350(c)(4)(C). The thought there seems to be to allow a person who owns more than 20% of the company's common stock to be a member of the Nominating Committee. However, the phrase "..and is not independent as defined in Rule 4200 because that director is also an officer..." would make the exception practically nonexistent. Directors who own stock are not affected by the independence rules per se. As written, this sentence would exclude from membership on the Nominating Committee a 20% or greater shareholder if that person failed any of the other independence tests, with the exception of the officer test. It would seem unlikely to find a person who was a 20% holder, officer and not an employee, for example. I suggest that if the purpose is to allow a 20% holder to have a say in the nominating process by serving on the Committee, that the phrase ", and is not independent as defined in Rule 4200 because that director is also an officer,..." be dropped from the rule.

Yours truly,

KEATING, MUETHING & KLEKAMP, P.L.L.

By:
Gary P. Kreider

GPK:slh

cc: Sara Bloom - sara.bloom@nasdaq.com
Office of General Counsel
The Nasdaq Stock Market, Inc.

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