Dear Co-Chairs, Bylaws Coordinating Group, CCWG-Accountability Members and Participants and Staff: Attached please find our comments on the CCWG Comment – Version 2. We note in reviewing Version 2 that certain of our substantive comments on the last version were not addressed. In addition, conforming changes that we identified and several corrections of typographical errors were also not addressed. We also note that several of the new items added in Version 2 are either erroneously stated or are based on a misunderstanding of the CCWG Proposal and how it is reflected in the Draft Bylaws. Our interest in providing these comments to you is to assure that the CCWG Comment provides clear guidance (to us) for necessary revisions to the Draft Bylaws and to also assure that the CCWG Comment is accurate and consistent in its references to the Proposal, so that other readers may find it compelling and authoritative. It is in that spirit that we request that if you have questions or concerns about any of our comments, you schedule a call so that we may discuss. We ask that Staff please check to see whether this email is posted on the CCWG email list. If it does not appear, please post it. Kind regards, Holly and Rosemary HOLLY J. GREGORY Partner and Co-Chair Corporate Governance & Executive Compensation Practice Group Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 +1 212 839 5853 holly.gregory@sidley.com<mailto:holly.gregory@sidley.com> www.sidley.com<http://www.sidley.com/> [http://www.sidley.com/files/upload/signatures/SA-autosig.png]<http://www.sidley.com/> SIDLEY AUSTIN LLP **************************************************************************************************** This e-mail is sent by a law firm and may contain information that is privileged or confidential. If you are not the intended recipient, please delete the e-mail and any attachments and notify us immediately. ****************************************************************************************************