From: sreenivasan ravishankar []
Sent: Monday, March 29, 2004 6:05 PM
Subject: Comments on rules: Nominations to board of directors


Regarding the proposed rules to require a one or two shareholder nominees: this is not good enough. As an individual investor, I have always felt that the ballot system is stacked in favor of the incumbent board of directors who are beholden to each other and the senior management.

1) I believe that shareholders at large should be able to place their nominees on the official ballot even if they do not own 5% of the shares.

2) This should NOT require any "triggering" event (such as the proposed 35% "NO" vote to any of the corporation's nominees).

2) Indeed there should be no limits to the number of directors nominated by shareholders, and they should all be on the official ballot.

3) I also believe that any incumbent failing to receive at least 75% of the votes should be required to step down immediately.

The proposed rules are weak, and will do little to empower shareholders. I'm sure that you have received thousands of comments from corporate insiders that the system is fine as it is. Well, it isn't. Stronger rules are needed to put more power in the hands of the shareholders. Why not require that the nominating committee be elected by the shareholders?

S. Ravishankar 5 Geiger Lane Warren, NJ 07059