MEMORANDUM

To:	Public File
From:	David G. Nason Counsel to Commissioner Atkins
Date:	December 2, 2003
Re:	File No. S7-19-03

On December 2, 2003, Commissioner Atkins and David Nason met with Ted White of Calpers to discuss the above-referenced matter.

The following general points were made by Mr. White:

• The triggers can be detrimental to corporate democracy, but understand that they are probably a necessary reality at this stage of the process.

• The triggers should be made more liberal to ease the shareholder community to utilize the mechanism.

• There is not an expectation that the rule will be formally utilized for many companies in the next few years.

• The Commission should consider a trigger that focuses on underperformance of a particular company.

• Various other technical comments about the mechanics of the proposal.

He indicated that Calpers intended to provide detailed comments through the comment letter process.