August 28, 2007

Dear  [Chief Executive Officer]

At the July 25 meeting of the Securities and Exchange Commission (SEC), Commissioners voted on several matters related to investors and Rule 14a-8, rules that govern shareholder proposals.  The most widely publicized topic dealt with “access to the proxy” or the ability of investors to place Director nominees on the proxy ballot. In addition however, the SEC proposed for comment several suggested changes related to a shareholder’s ability to sponsor proxy resolutions (SEC 17 CFR PART 240 – Release No 34 – 56160; IC – 27913; File No. S7 – 16 – 07 Pages 50-58). The process calls for a two month comment period ending October 2, followed by a one month period of study by the SEC after which new rules may be enacted by the Commission.

We are writing you because your company has been responsive to investors on environmental, social and governance (ESG) matters and has a record of constructive engagement with shareowners.  Moreover, we believe that you have benefited from shareholder input, including that resulting from the proxy resolution process.

Setting aside the sometimes trying protocols for companies and investors, we believe there is decades-long evidence that both constituencies have gained from shareholder resolutions and the dialogues they prompted on ESG issues of mutual concern.  As examples, we believe the resolution process was an important influence on the business community with respect to majority voting for Directors, corporate responses to climate change and global labor standards, among others.