Dear Sir,

Enclosed is a copy of the draft of the proxy statement with my notes on it, which I hope are self-explanatory.

The numbering of the various sections to me seems archaic and legalistic, although consistent with the style that you have used for a number of years. I think that if you examine the proxy statements of most other companies they have gone to great extremes to make them more readable. You might consider this.

Because of the five-year information that must be given with respect to plans, which are broadly defined, I think a separate table on Item 6 would be appropriate. I have attempted to draft such a table and I enclose it as well.

Under Item 9 note the question of who are executive officers. It is generally believed I think that with certain limitations the officers are the executive officers of the company. What was formerly a footnote now requires separate discussion. You will need to describe any executive bonus plan. I would think it would be preferable to tie information on options back to the one-year period, which can be done if the five-year information is presented elsewhere. This also makes the disclosure for purposes of the S-8 more comprehensible I think.

Search cards need to go out no later than twenty calendar days prior to the record date. Give me a call if you have any questions.

Sincerely,
Rambling Rose

Enclosures

Dear Mr. Horwitz,

Thank you for the opportunity to review your proxy statement. I have made notes of improvements on the enclosed statement, and I look forward to discussing them with you.

Here is a summary of my recommendations offered for your consideration:

• Not numbering the various sections of the proxy statements. This format is archaic and legalistic.
• Providing a separate table for Item 6. I’ve enclosed a draft for this table.
• Eliminating the word "executive" as it appears before "officer" under Item 9. There is no distinction between "officer" and "executive officer."
• Describing the executive bonus plan.
• Separating the options which relate to the one-year period from those that relate to the five-year period.
• Sending search cards out no later than 20 calendar days prior to the record date.

I hope that you find my comments helpful, Jack. Please call me at your convenience in the next couple of weeks so we can discuss them. This will ensure that we have a revised proxy statement ready for next month’s committee meeting.

Sincerely,
Peter Plan

Enclosures