From: john@ies.net Sent: Wednesday, December 03, 2003 4:11 PM To: rule-comments@sec.gov Subject: Support for MODIFIED SEC pproposal File No. S7-19-03 Secretary Jonathan Katz Securities and Exchange Commission Re: File No. S7-19-03 450 Fifth St., N.W. Washington, DC 20549 Dear Secretary Katz, Re: File No. S7-19-03 My wife and I support SEC proposal S7-19-03 regarding security holder director nominations -- with a few changes to increase the power of investors to remove and replace board members and CEOs and to hold boards and CEOs accountable. We no longer know how to make "prudent" investments to protect our finacial future due to breakdown in corporate structure (too few checks and ballances, too much CEO power versus stockholder and community interests, too much "creative" book keeping, etc.) We no longer know who to trust about what. Part of the problem is that too many corporate boards are failing to fulfill their oversight responsibilities. They appear eager to award outrageous pay and retirement perks to corporate executives. These same boards are unwilling to challenge CEOs with the tough questions their duties require. As we learned from recent corporate scandals, this kind of board behavior can allow self-dealing executives to destroy entire corporations and walk off with millions, leaving shareholders, workers and communities to suffer the consequences. By giving shareholders a voice in picking corporate directors, the reforms put forward by the SEC have the potential to put an end to the "Imperial CEO." HOWEVER, as proposed, the rules contain certain barriers, including high ownership thresholds and a cumbersome two-year process, which would make them difficult for investors to actually use. We urge the SEC to reject the overly constraining barriers and to adopt final rules that truly will give shareholders a voice in picking directors at America's largest corporations. Corporate reform should be something investors actually can use. Sincerely, John Young 14 Poinsettia Place Brownsville, Texas 78520-8033