Dear Co-Chairs and Staff:

Attached please find very minor comments on Annexes 1-6 (Word in tracked changes and PDF indicating the changes).  In addition to the marked changes, there are several changes to be made to the graphicsthat we have noted previously and Bernie has acknowledged.  Later we will send  a note just relating to the graphics changes. 

A couple of notes on Annex 5:

·      We note that there are several references to the Picket Fence side-by-side comparison being “attached for reference” but we have not seen the attachment.    If this comparison is to be attached to the Final Proposal, please send it for our review and ignore our suggested deletions of these references.

·      We also note that Section 4 (pp. 12-16) does not indicate changes between the Third Draft Proposal and the Final Proposal; the focus seems to be on changes between the Second Draft Proposal and the Third Draft Proposal. 

1.Also, the chart in this section indicates changes between the 3^rd Draft Proposal and the Existing Bylaws; should the references to the 3^rd Draft Proposal be replaced with the “Final Proposal”?  In any case, consider moving this chart and the lead-in language above the heading “Changes from the Third Draft Proposal…” as these are cumulative edits, not just those made since the Third Draft Proposal.

2.Consider replacing the chart beginning on page 15 with a chart indicating any changes from the 3^rd Draft Proposal to the Final Proposal.  (It is unclear what the “3^rd Draft Supplement” is referring to.)

3. It is unclear why the current bylaws column has text in red (indicating language changes).

·      Paragraphs 16, 44, 49 (the 2nd Commitment):  Adler emailed Becky Burr yesterday to confirm that the correct phrasing is “the neutral and judgment free administration of the technical DNS” instead of “its neutral and judgment free administration of the DNS,” as Alan Greenberg proposed on Call #83. We have not yet seen a response.

·      Paragraph 49:  Staff should add paragraph numbers within the table.

Annex 6:

·      Paragraph numbering should start at the beginning of Section 2.

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
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 SIDLEY AUSTIN LLP