From: JimWagner@safe-mail.net
Sent: Tuesday, December 02, 2003 4:21 PM
To: rule-comments@sec.gov
Subject: Re: 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

We were pleased to hear that the Securities and Exchange
Commission is on the verge of adopting historic corporate
accountability reforms. 

Wow!

So we write to offer supporting comments on SEC proposal
S7-19-03 regarding security holder director nominations. 

We find far too many corporate boards eager to award outrageous
pay and retirement perks to corporate executives. 

And we find far too many corporate boards unwilling to challenge
CEOs with the tough questions their duties require. 

All the recent corporate scandals clearly show us, that this
kind of board behavior: 

*** allows self-dealing executives to destroy entire
corporations,

*** allows self-dealing executives to walk off with millions,
and

*** allows self-dealing executives to leave shareholders,
workers and communities holding the empty bag. 

By giving shareholders a voice in picking corporate directors,
the reforms put forward by the SEC have the potential to put an
end to self-dealing executive. 

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. 

Therefore, 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 must be something investors actually can use.



Sincerely,

Jim & Virginia Wagner
4897 East Walnut Street
Westerville, Ohio 43081-9610