From: Fanning, Michael [mfanning@cpfiuoe.org]
Sent: Tuesday, December 02, 2003 1:32 PM
To: rule-comments@sec.gov
Subject: S7-19-03: 

In June of this year, I wrote to the SEC encouraging the adoption of revised 
rules to permit shareholders to nominate and select directors without going 
through an expensive proxy solicitation.  The SEC has now proposed such rules, 
and I am writing to express my support for these rules to be adopted.  I do 
have some concerns regarding the rules (particularly with the triggering 
events and the requirement that share-owner suggested nominees be independent 
of the nominating shareowner group), but I believe that the proposed rules 
offer a step in the right direction.  As we gain experience under the proposed 
rules, modifications could be made in the future.  But it is important for 
the SEC to move forward on the issue.