From: Mark Gardiner [gardiner@westernfinancialgroup.com]
Sent: Monday, December 22, 2003 8:12 PM
To: rule-comments@sec.gov
Cc: 'SCHMITZ, Ron'
Subject: S7-19-03:


Mr. Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549

RE:     File No. S7-19-03

Dear Mr. Katz:

As a member of the Oregon Investment Council which oversees investment 
of the Oregon Public Employees Retirement Fund, I strongly support the 
SEC’s proposal S7-19-03 regarding director nominations, and would like 
to see an even stronger approach that eliminates triggers, reduces the 
proxy access threshold to 3% or lower, provides the opportunity for 
significant representation (but less than a majority of the board) from 
shareholder nominees, and uses the same rules on independence for 
shareholder nominees as company nominees.

Thanks for the opportunity to support this breakthrough proposal.  I urge 
the Commission to adopt final rules that reflect these opportunities to 
increase shareholder representation, improve corporate governance and 
increase asset value for our plan members.

Sincerely:

Mark S. Gardiner 
Member
Oregon Investment Council