From: Barrett, Craig R [craig.r.barrett@intel.com]
Sent: Monday, December 15, 2003 8:29 PM
To: rule-comments@sec.gov
Subject: File No. S7-19-03, Security Holder Director Nominations

Jonathan G. Katz
Secretary
U>S> Securities and Exchange Commission
450 Fifth Street NW
Washington, DC  20549-0609

            Re:  File No. S7-19-03, Security Holder Director Nominations

Dear Mr. Katz:

I am the CEO of Intel Corporation, a Delaware corporation.  I want to take 
this opportunity to provide comments on the SEC proposal to require companies 
to include shareholder nominees for director in company proxy materials under 
certain circumstances.

I believe that complicating the director election process by requiring companies 
to include shareholder nominees in their proxy materials is not good corporate 
governance and will likely have the unintended consequence of enhancing special 
interest group’s access to boardrooms.  Furthermore, the proposed rules go far 
beyond the SEC’s stated intent of targeting a small number of unresponsive 
companies and will likely affect many U.S. public companies, regardless of their 
corporate governance practices or their responsiveness to shareholders.  The 
combination of rules as proposed, namely the stripping of the retail holders 
votes through cutbacks in the NYSE 10 day rule and the wholesale shift of 
voting authority to unregulated proxy organizations such as ISS, will create 
substantial unlegislated and inappropriate changes in U.S. corporate governance 
to the detriment of issuers and their shareholders.

I believe the SEC should allow the corporate governance reforms adopted by 
Congress, the SEC and the securities markets to be fully implemented before 
proceeding with additional regulation.  With changes already mandated such as 
increased independence of boards of directors, the strengthened role and 
independence of nominating committees and the enhancement of shareholder-director 
communications, I believe that the issues that led to calls for shareholder 
access will be addressed.  Standard problem solving methodology usually requires 
that one analyze and observe the impact of proposed changes before proposing or 
implementing more changes to solve the problem at hand.  Adding more SEC 
regulations before any of the existing changes have had time to solve the 
problem seems premature.  If the SEC does decide that additional regulations 
are necessary, then I believe it is necessary to substantially revise the 
proposed rules to better target them to non-responsive companies.  

Thank you for taking into consideration my concerns about the proposed rules.  
I obviously stand by for further comment on these issues if you so desire.  
I can be reached at 480-554-5978 or craig.r.barrett@intel.com.

Sincerely,

 
Craig R. Barrett
CEO
Intel Corporation