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ICBA Opposes SEC’s Shareholder Access Proposal

Washington, D.C. (Oct. 3, 2007)—The Independent Community Bankers of America (ICBA) told the Securities and Exchange Commission (SEC) that the trade group opposes a proposal to allow shareholders to include proposals for bylaw amendments regarding board nomination procedures in company proxy materials.

"ICBA opposes giving shareholders-even those with 5 percent or more of the company's voting shares-access to the company's proxy statement for director nominations or for proposals that relate to the election of directors," said Chris Cole, ICBA's regulatory counsel in a letter to the SEC. "We believe such access would facilitate the election of dissident and special interest directors who will press their short-term goals and agenda at the expense of the long-term interests of the corporation."

ICBA pointed out that there is no compelling evidence to support the adoption of the SEC's Shareholder Access Proposal since proxy contests have been increasing, not decreasing, and the nomination process is more transparent today than ever before. Shareholders already have a mechanism for conducting proxy contests under the SEC rules by filing their own proxy materials.

ICBA supports the SEC's companion proposal regarding shareholder proposals that would codify the SEC's present position on excluding shareholder access to proxy statements. ICBA said that it agreed with the SEC that Rule 14a-8 of the Securities and Exchange Act of 1934 is not the appropriate mechanism for conducting contested board elections.

About ICBA

The Independent Community Bankers of America, the nation’s voice for community banks, represents 5,000 community banks of all sizes and charter types throughout the United States and is dedicated exclusively to representing the interests of the community banking industry and the communities and customers we serve. For more information, visit www.icba.org.