From: craig_nordlund@agilent.com Sent: Friday, June 13, 2003 6:20 PM To: rule-comments@sec.gov Subject: S7-10-03: Mr. Jonathan G. Katz Secretary U.S. Securities and Exchange Commission 450 Fifth Street, NW Washington, DC 20549 Re: File No. S7-10-03 ; Solicitation of Public Views Regarding Possible Changes to the Proxy Rules Dear Mr. Katz: Thank you for the opportunity to comment on the Commission's May 1, 2003 notice soliciting comments with respect to possible changes in the proxy rules and regulations. On behalf of Agilent Technologies, Inc. , I am pleased to submit the following comments on the portion of the proposal relating to a possible rule change that would allow certain shareholders to use a company's proxy statement to run a director election contest. While we understand the great frustration felt by many investors when their concerns and opinions are ignored by certain boards and corporate managers, we feel very strongly that providing shareholder access to the company's proxy statement to nominate one or more competing directors is not an appropriate way to solve this problem. Shareholders already have the right under state law to engage in a proxy contest. They also have the right to vote against or withhold votes from the slate of directors proposed by the issuer. Most well run companies also provide a mechanism for shareholder concerns to be heard directly by senior management and we have already seen many reforms following the passage of Sarbanes-Oxley that will require boards to be increasingly independent and vigilant. Now is not the time to open the door to possible low budget creeping take-overs. Now is not the time to allow certain groups to promote and nominate "special interest group" directors. Directors should represent all the shareholders, not just a group of institutions who have used access to management's proxy to future their particular cause. We feel that the Commission and SEC staff should take the opportunity to assess the impact of the many new governance reforms that have been approved since last summer before launching more radical solutions to problems that may have already been solved. The proxy rules must be considered in the light of the impact on all public companies. It is not enough to focus on the possible impact on companies with poor corporate governance practices. While we understand the temptation to impose rules that would make it easy to throw out bad directors, it is important to remember that much mischief and damage can be done if access to management's proxy is made too easy. The desire to nominate a more qualified director is only one of many reasons why an investor might seek access to management's proxy statement. Once you open the door, you open it to everyone, including special interest groups, groups with long-range takeover aspirations, disruptive investors who may be seeking to liquidate or break up company assets. The barriers for these activities must be fairly high or the interests of other shareholders will not be protected. We concur with the arguments made by Wachtell, Lipton, Rosen & Katz in the firm's letter to you dated June 11, 2003 and ask that you reject the proposals that would give shareholders the right to run an election contest using management's proxy statement. Very truly yours, Agilent Technologies, Inc. D. Craig Nordlund Senior Vice President, General Counsel & Secretary ____________________________________________________________________ D. Craig Nordlund Senior Vice President, General Counsel and Secretary Agilent Technologies, Inc. 395 Page Mill Road - M/S A3-11 P.O. Box 10395 Palo Alto, CA 94303-0870 Phone: (650) 752-5080 Fax: (650) 752-5082 e-mail: craig_nordlund@agilent.com