No. 02-1674 & Consolidated Cases 

IN THE 

Supreme Court of the United States 

MITCH McCONNELL, SENATOR, et al., 

Appellants, 

v. 

FEDERAL ELECTION COMMISSION, et al., 

Appellees. _______________________________ 

ON APPEAL FROM THE UNITED STATE DISTRICT COURT 

FOR THE DISTRICT OF COLUMBIA 

BRIEF OFAMICI CURIAE COMMITTEE FOR ECONOMIC

DEVELOPMENT, WARREN E. BUFFETT, EDWARD A.

KANGAS, JEROME KOHLBERG, PAUL VOLCKER, AND

SIXTEEN OTHER BUSINESS LEADERS

IN SUPPORT OFAPPELLEES

STEVEN ALAN REISS 

Counsel of Record 

R. BRUCE RICH 

JOSH A. KREVITT 

JONATHAN BLOOM 

CLAIRE E. GOLDSTEIN 

WEIL, GOTSHAL & MANGES LLP 

767 Fifth Avenue 

New York, NY 10153 

(212) 310-8000 

Attorneys for Amici Curiae 

182238 

(800) 274-3321 • (800) 359-6859 

A
i 

TABLE OF CONTENTS 

Table of Cited Authorities . . . . . . . . . . . . . . . . . . . . . iii

Page 

Introduction and Interest of the Amic i . . . . . . . . . . . 1

Argument . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

I. SOFT MONEY CONTRIBUTIONS ARE

EXTRACTED FROM CORPORATIONS

FEARFUL OF THE ADVERSE CONSEQUENCES OF NOT GIVING . . . . . . . . . . . 5

A. Corporate Soft Money Contributions Are

Made to Secure Preferred Access to and

Influence over Government

Officials . . . . . . . . . . . . . . . . . . . . . . . . . 6

B. Soft Money Contributions Are Made to

Avert Perceived Retribution . . . . . . . . . 10

C. Actual and Perceived Corruption

Engendered by Soft Money Contributions Has Eroded Confidence in Business

and Government . . . . . . . . . . . . . . . . . . 15

II. BCRA’S PROHIBITION ON SOFT MONEY

SOLICITATION AND CONTRIBUTION

DOES NOT SIGNIFICANTLY ABRIDGE

FIRST AMENDMENT RIGHTS . . . . . . . . . 21

A. Corporate Soft Money Does Not Reflect

the Ideas of Its Contributors . . . . . . . . . 21
ii 

Contents 

Page 

B. Corporate Soft Money Contributions 

Distort the Marketplace of Ideas . . . . . 24 

C. A Ban on Soft Money Does Not Offend 

the First Amendment Right of 

Association . . . . . . . . . . . . . . . . . . . . . . . 26 

Conclusion . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28 

Appendix — The Individual Amici . . . . . . . . . . . . . 1a 
iii 

TABLE OF CITED AUTHORITIES 

FEDERAL CASES 

Abood v. Detroit Board of Ed., 431 U.S. 209 

(1977) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 

Page 

Austin v. Michigan Chamber of Commerce, 494 U.S. 

652 (1990) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24 

Buckley v. Valeo, 424 U.S. 1 (1976) . . . . . . . .4, 21, 26, 27 

Federal Election Comm’n v. Beaumont, 123 S. Ct. 

2200 (2003) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4 

Federal Election Comm’n v. Colorado Republican 

Fed. Campaign Comm., 533 U.S. 431 

(2001) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 

Federal Election Comm’n v. Massachusetts Citizens 

for Life, Inc., 479 U.S. 238 (1986) . . . . . . . . . . . 24, 25 

Federal Election Comm’n v. National Right to Work 

Comm., 459 U.S. 197 (1982) . . . . . . . . . . . . . . . . 25 

First Nat’l Bank of Boston v. Bellotti, 435 U.S. 765 

(1978) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3 

Kusper v. Pontikes, 414 U.S. 51 (1973) . . . . . . . . . . 26 

Lehnert v. Ferris Faculty Ass’n, 500 U.S. 507 

(1991) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22-23 
iv 

Cited Authorities 

Page 

NAACP v. Alabama, 357 U.S. 449 (1958) . . . . . . . . 26 

Pipefitters Local Union No. 562 v. United States, 

407 U.S. 385 (1972) . . . . . . . . . . . . . . . . . . . . . . . 25-26 

United States v. Congress of Indus. Orgs., 335 U.S. 

106 (1948) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26 

United States v. United Foods, Inc., 533 U.S. 405 

(2001) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23 

CONGRESSIONAL MATERIALS 

147 Cong. Rec. H3966 . . . . . . . . . . . . . . . . . . . . . . . 18 

147 Cong. Rec. S2434 . . . . . . . . . . . . . . . . . . . . . . . . 16 

147 Cong. Rec. S2446 . . . . . . . . . . . . . . . . . . . . . . . . 18 

147 Cong. Rec. S3248 . . . . . . . . . . . . . . . . . . . . . . . . 8 

Federal Election Campaign Act, Pub. L. No. 93-443, 

88 Stat. 1263 (1974) . . . . . . . . . . . . . . . . . . . . . . . 2 

OTHER AUTHORITIES 

Warren E. Buffett, The Billionaire’s Buyout Plan, 

N.Y. Times, Sept. 10, 2000 . . . . . . . . . . . . . . . . . . 9 

The Center for Responsive Politics, Soft Money to 

National Parties . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 
v 

Cited Authorities 

Page 

Francis X. Clines, Most Doubt a Resolve to Change 

Campaign Financing , Poll Finds, N.Y. Times, 

Apr. 8, 1997 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 

Committee for Economic Development, Investing in 

the People’s Business: A Business Proposal for 

Campaign Finance Reform (1999) . . . . . . . . . . passim 

Edward A. Kangas, Soft Money and Hard Bargains, 

N.Y. Times, Oct. 22, 1999 . . . . . . . . . . . . . . . . . . 13 

Mark Mellman and Richard Wirthin, Research of 

Findings of a Telephone Study Among 1300 Adult 

Americans (Sept. 23, 2002) . . . . . . . . . . . . . . . . . 17 

Press Release, Campaign for America, Testimony of 

Cheryl Perrin, Executive Director, Campaign 

for America, House Administration Committee 

(July 22, 1999) . . . . . . . . . . . . . . . . . . . . . . . . . . . 19 

Press Release, CED, Senior Business Executives 

Back Campaign Finance Reform 

(Oct. 18, 2000) . . . . . . . . . . . . . . . . . . . . . . . . . . . 10, 11 

Press Release, Public Campaign, New National 

Survey Shows Robust Support for “Clean Money” 

(Apr. 3, 2000) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 
vi 

Cited Authorities 

Page 

Jonathan D. Salant, Businesses Tire of Soft Money 

Contributions, Associated Press, 

Nov. 23, 1999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 

Burt Solomon, Forever Unclean, The Nat’l J., 

Mar. 18, 2000 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 
1 

INTRODUCTION AND INTEREST OF THE AMICI 1 

This brief amici curiae in support of the Appellees is 

submitted on behalf of the Committee for Economic 

Development (CED), a nonprofit, nonpartisan, and 

nonpolitical research and policy organization comprised of 

approximately 250 business leaders and educators, and a 

number of individual business leaders who support CED’s 

position on campaign finance reform: Robert L. Bernstein, 

Warren E. Buffett, William K. Coblentz, Harry L. Freeman, 

Ronald Grzywinski, Edward A. Kangas, Thomas J. Klutznick, 

Jerome Kohlberg, Arjay Miller, Thomas S. Murphy, Steffen 

E. Palko, Raymond Plank, Sanford R. Robertson, Richard 

Rosenberg, George Rupp, Donald Stone, Robert D. Stuart, 

Jr., Dr. P. Roy Vagelos, A. C. Viebranz, and Paul Volcker.2 

CED’s trustees set CED’s research agenda, develop policy 

recommendations, and speak out for their adoption. CED has 

long been an outspoken voice in favor of campaign finance 

reform – particularly the need to prohibit unregulated soft 

money – and argued vigorously for passage of the reforms 

contained in the Bipartisan Campaign Reform Act of 2002 

(BCRA).3 

1. Pursuant to Rule 37.6 of the rules of the Court, counsel for 

the amici discloses that counsel for the parties did not take part in 

authoring this brief in whole or in part, and no persons or entities 

other than the amici or their counsel made a monetary contribution 

to the preparation or submission of this brief. All parties have 

consented to the filing of this brief. A copy of the letter of consent 

from the Solicitor General is being filed herewith. 

2. The af filiations of the individual amici are listed in the 

Appendix to this brief. 

3. As set forth more fully in a 1999 report developed by a group 

of business, academic, and political leaders, CED, after careful study, 

(Cont’d) 
2 

Amici urge the Court to sustain BCRA’s soft money 

restraints. By prohibiting national parties from raising, 

receiving, or spending funds that are not subject to the 

limitations imposed by the Federal Election Campaign Act 

(FECA), Pub. L. No. 93-443, 88 Stat. 1263 (1974), BCRA 

closes the soft money loophole through which corporations 

and other large contributors have been goaded into evading 

FECA’s hard money limits, a phenomenon that has damaged 

both the democratic process and the business environment. 

With this filing, the amici seek to highlight the extent to 

which prominent business leaders – those perceived to benefit 

the most from the access and influence purchased with soft 

money – do not wish to continue funding an unrestrained 

campaign finance “arms race.” To the contrary, the amici are 

deeply troubled by the distortion of both the political process 

and of the free-market system that have resulted from the 

forced acquiescence of business in what effectively has 

become a corrupt soft money shakedown. There can be little 

doubt that the current soft money system promotes both the 

perception and reality of rampant influence peddling by both 

major parties and that it has given rise to the widespread 

belief that Congress routinely acts for the benefit of large 

corporate contributors, rather than on the merits of issues 

presented. At the same time, the taint engendered by the flood 

(Cont’d) 

concluded that the soft money system had become dysfunctional and 

corrupt in a manner that tarnished solicitor and contributor alike and, 

more broadly, impaired the health of our democracy. See Committee 

for Economic Development, Investing in the People’s Business: 

A Business Proposal for Campaign Finance Reform (1999) (the “CED 

Report”) (Exh. 1 to the Declaration of Charles E. M. Kolb (“Kolb. 

Decl.”)). By 2001, this report had been endorsed by over 300 

executives. 
3 

of unregulated corporate soft money harms public confidence 

in business, as the public perceives large corporations to 

have secured unfair advantages and to have purchased 

disproportionate influence on the outcome of elections and 

on the operation of government. Businesses are also harmed 

directly to the extent that politically motivated policy 

decisions introduce an element of arbitrariness into the 

functioning of the market. 

Corporate soft money contributions are a far cry from 

the issue-focused corporate speech that this Court held to be 

constitutionally protected in First National Bank of Boston 

v. Bellotti, 435 U.S. 765 (1978). Corporate soft money 

typically is neither acquired nor given for ideological reasons. 

As the amici are all too aware, and as the factual record in 

these cases convincingly documents, businesses typically 

make soft money contributions for one of two reasons: (i) to 

secure tangible benefits in the form of access to and influence 

over legislators; or (ii) to maintain access and avoid 

retribution in the form of adverse governmental action on 

issues that directly affect solicited businesses. Put differently, 

these contributions – often made in response to high-pressure 

solicitation by Members of Congress, party leaders, and 

others – are motivated by stark political pragmatism, not by 

ideological support for either party or their candidates. 

Because the stakes are potentially so high for solicited 

businesses, the reality is that soft money payments are 

“voluntary” only in the narrowest sense of that term. In truth, 

they are commonly made out of fear of the consequences of 

refusing to give – or refusing to give enough. That corporate 

soft money is calculated and functional, rather than 

expressive or ideological, in nature is exemplified by the 

propensity of companies to give to both parties in order to 

best protect their interests. 
4 

Amici fervently believe that BCRA’s soft money ban 

sensibly advances the compelling government interest in 

protecting the political process against actual or perceived 

corruption without abridging expressive and associational 

rights protected by the First Amendment. Since its landmark 

ruling in Buckley v. Valeo, 424 U.S. 1 (1976), this Court 

repeatedly has recognized the eradication of actual and 

apparent corruption in connection with campaign financing 

as a compelling government interest. BCRA’s soft money 

ban is an urgently needed means of advancing this interest. 

Accordingly, the “deference to legislative choice” that this 

Court has consistently afforded Congress’ efforts to restrict 

the influence of corporate money on federal elections is fully 

warranted here, as the soft money system is demonstrably 

“a plain threat to political integrity and a plain warrant to 

counter the appearance and reality of corruption and the 

misuse of corporate advantages.” Federal Election Comm’n 

v. Beaumont, 123 S. Ct. 2200, 2207 (2003). 

Section I explains the reasons businesses feel compelled 

to contribute soft money to the national parties and the 

detrimental impact of soft money on public perception of 

the role of business in the political process and on the integrity 

of the political process itself. 

Section II demonstrates that restricting soft money 

contributions does not meaningfully impair political speech, 

as corporate soft money is not political expression, but an 

instrument with which to secure or maintain commercial 

advantage. As such, soft money has, at best, an attenuated 

relationship to the speech and associational rights protected 

by the First Amendment. 
5 

ARGUMENT 

I. SOFT MONEY CONTRIBUTIONS ARE EXTRACTED FROM CORPORATIONS FEARFUL OF 

THE ADVERSE CONSEQUENCES OF NOT GIVING 

CED’s trustees and the individual amici, who are past 

and present chairmen, presidents, and senior executives of 

major American corporations and university presidents, have 

direct experience with being solicited by party leaders and 

elected officials for ever-increasing corporate soft money 

contributions. As such, they have “developed a particularized 

understanding of how the soft money fundraising system 

works and how it impacts the integrity of our elected officials, 

the integrity of American business, and more generally the 

health of our democracy.” Declaration of Gerald Greenwald 

at ¶ 5 (“Greenwald Decl.”).4 

As set forth in the Greenwald Declaration, and as echoed 

by numerous other declarants, businesses generally make soft 

money contributions for one of two reasons: (i) to secure 

preferred access to and influence over legislators and other 

government officials and/or (ii) to maintain this relationship 

and avoid being disadvantaged as against competitors 

that contribute. See Greenwald Decl. at ¶¶ 9-10; see also 

Declaration of Alan G. Hassenfeld, Chairman and Chief 

Executive Officer of Hasbro, Inc. (“Hassenfeld Decl.”) at 

¶ 15; Declaration of Senator Warren Rudman, former 

4. Gerald Greenwald, Chairman Emeritus of United Airlines, 

serves on the Board of Trustees of CED. See Greenwald Decl. at 1. 

From 1994 through his retirement in 2000, Mr. Greenwald served as 

Chairman and CEO of United Airlines. Prior to that, he was ViceChairman of the Chrysler Corporation and worked at the Ford Motor 

Company. 
6 

U.S. Senator (R-N.H.) (“Rudman Decl.”) at ¶ 5. It is, in fact, 

precisely because large soft money contributors understand 

that such contributions secure or at least maintain preferred 

access that many companies give substantial contributions 

to both the Democratic and Republican parties – a telling 

fact that exposes the cynically pragmatic, rather than 

ideological, nature of soft money contributions. 

A. Corporate Soft Money Contributions Are Made 

to Secure Preferred Access to and Influence over 

Government Officials 

A full appreciation of the importance of removing soft 

money from the political process requires an understanding 

of the opportunistic nature of corporate soft money 

contributions. The massive evidentiary record in these cases 

amply supports the amici’s view of soft money solicitation 

and contribution as a fundamentally commercial process in 

which businesses feel compelled to participate.5 See 

Declaration of Wright H. Andrews, attorney and lobbyist 

(“Andrews Decl.”) at ¶ 8 (“Sophisticated political donors . . . 

are not in the business of dispensing their money purely on 

ideological or charitable grounds. Rather, these political 

donors typically are trying to wisely invest their resources to 

5. Over the past several election cycles, as the range of activities 

funded with soft money has increased, party organizations have 

engaged in more aggressive efforts to raise soft money, seeking larger 

amounts from contributors and pursuing new contributors, especially 

among members of the business community. See CED Report at 27. 

The per curiam decision below notes that during the 1998 midterm 

elections, the national parties spent $221 million in soft money, 

or 34% of their total spending. During the 2000 elections, 

the corresponding figures were $498 million and 42%. McConnell 

v. Federal Election Comm’n, 251 F. Supp. 2d 176, 200-01 

(D.D.C. 2003) (per curiam). 
7 

maximize political return.”); Declaration of Wade Randlett, 

Chief Executive Officer of Dashboard Technology, an internet 

technology consulting firm (“Randlett Decl.”) at ¶ 5 (“[M]any 

soft money donations are not given for personal or 

philosophical reasons. They are given by donors with a lot 

of money who believe they need to invest in federal office 

holders who can protect or advance specific interests through 

policy action or inaction.”); Declaration of Robert W. 

Hickmott, former Democratic party official and fundraiser, 

at Exh. A ¶ 46 (“The majority of those who contribute to 

political parties do so for business reasons, to gain access to 

influential Members of Congress and to get to know new 

Members.”); McConnell, 251 F. Supp. 2d at 481 (opinion of 

Kollar-Kotelly, J.) (“the evidence presented in this case 

convincingly demonstrates that large contributions, 

particularly [soft money contributions], provide donors 

access to federal lawmakers which is a critical ingredient for 

influencing legislation”); id. at 489-500, 511. 

The success of the two major parties in soliciting soft 

money is directly attributable to the magnitude of the 

commercial interests corporations perceive to be advanced 

by contributing in response to such solicitations. The record 

leaves no doubt that although soft money checks are written 

to political parties, soft money contributors know that those 

checks “open the doors to the offices of individual and 

important Members of Congress and the Administration” and 

give contributors a chance to argue for their position and 

against alternative positions on a particular government 

policy. Greenwald Decl. at ¶ 12. As Mr. Greenwald explains: 

That access runs the gamut from attendance at 

events where [contributors] have opportunities to 

present points of view informally to lawmakers 
8 

to direct, private meetings in an official’s office 

to discuss pending legislation or a government 

regulation that affects the company or union. 

Id. at ¶ 10. See also Declaration of Robert Rozen, a 

Washington lobbyist (“Rozen Decl.”) at ¶ 12 (“That donation 

helps you get close to the person who is making decisions 

that affect your company or your industry. That is the reason 

most economic interests give soft money. . . .”). 

Members of Congress have acknowledged the crude 

“access for sale” character that the soft money system has 

acquired. For instance, Senator Carl Levin (D-Mich.) has 

stated: 

The parties advertise access. It’s blatant. Both 

parties do it. Openly. Invitation after invitation 

sells access for large contributions. From 1996: 

For a $50,000 contribution or for raising $100,000 

a contributors gets: Two events with the President. 

Two events with the Vice President . . . Monthly 

policy briefings with key administration officials 

and members of Congress. . . . One invitation in 

1997 to a Senatorial Campaign Committee event 

promised that large contributors would be offered 

“plenty of opportunities to share [their] personal 

ideas and vision with” some of the top leaders 

and senators. 

147 Cong. Rec. S3248 (Apr. 2, 2001). See also Declaration 

of Representative Christopher Shays (R-Conn.) (“Shays 

Decl.”) at ¶ 9 (“Soft money donations, particularly corporate 

and union donations, buy access and thereby make it easier 

for large donors to get their points across to influential 
9 

Members of Congress.”); Declaration of Senator Dale Bumpers, 

former U.S. Senator (D-Ark.) at ¶ 18 (“I doubt there is a 

politician on Capitol Hill who would deny that soft money 

donations get people access.”). 

The national parties exploit (i) the access they can provide 

to federal officeholders and (ii) the direct influence of federal 

officeholders and candidates on the interests of potential 

contributors to solicit large sums of soft money. National party 

leaders often ask executive branch officials and congressional 

leaders to appear at soft money fundraisers, attend weekend 

retreats with large soft money donors, participate in partysponsored policy briefings, and play a role in other events. 

See CED Report at 27; Declaration of Peter L. Buttenwieser, a 

major Democratic donor, at ¶¶ 22, 25. 

Solicitations from party officials are no different in kind or 

effect from those by elected officials. Companies know that party 

officials “inform elected officials about who has given 

significant amounts; and party officials often promise access to 

elected officials” to those who give large soft money 

contributions. Greenwald Decl. at ¶ 11. That access, in turn, 

permits donors to influence legislation that affects their 

businesses. As former United Airlines CEO and CED Trustee 

Greenwald bluntly states: “[B]usiness leaders believe – based 

on experience and with good reason – that such access gives 

them an opportunity to shape and affect governmental decisions 

and that their ability to do so derives from the fact that they 

have given large sums of money to the parties.” Id. at ¶ 12.6 

6. In an op-ed in The New York Times, amicus Warren Buffett 

recounted a fund-raising Senator once jokingly telling him, “Warren, 

contribute $10 million and you can get the colors of the American 

flag changed.” Warren E. Buffett, The Billionaire’s Buyout Plan, N.Y. 

Times, Sept. 10, 2000, at A17. 
10 

It is no accident that the largest soft money contributors 

tend to be companies in industries that are heavily regulated 

by the federal government or those whose profits can 

be dramatically affected by government policy. These 

contributors are solicited by Members of Congress who sit 

on committees that consider matters directly affecting the 

financial health or operations of the companies being 

solicited. See Greenwald Decl. at ¶ 8; CED Report at 25. 

Representative Shays notes that “the large soft money 

contributions most [M]embers of Congress raise to meet their 

committee chairmanship or ranking member obligations 

come from the corporations and unions who are regulated 

by those very committees.” Shays Decl. at ¶ 10.7 This is a 

manifestly unhealthy state of affairs. 

The blatantly opportunistic nature of the soft money 

system was documented in a poll conducted by the Tarrance 

Group for CED. The poll found that seventy-five percent of 

business leaders believe that political contributions give them 

an advantage in the shaping of legislation, while another 

twenty-three percent consider soft money a currency to be 

used “to buy access to influence the legislative process.” Press 

Release, CED, Senior Business Executives Back Campaign 

Finance Reform (Oct. 18, 2000). 

B. Soft Money Contributions Are Made to Avert 

Perceived Retribution 

The malign and corrupting nature of the soft money 

system is demonstrated by the fact that corporate executives 

have felt coerced into giving ever-escalating soft money 

7. See also Declaration of Senator John McCain (R-Ariz.) at 

¶¶ 8-10 (giving examples of the influence of corporate soft money 

contributions on bills affecting the contributors’ businesses). 
11 

contributions with ever-increasing frequency by subtle threats 

of retribution that accompany soft money solicitations. 

As Mr. Greenwald has noted, for many business executives 

“experience has taught that the consequences of failing to 

contribute (or failing to contribute enough) may be very 

negative.” Greenwald Decl. at ¶ 9. See also Hassenfeld Decl. at 

¶ 23 (noting perception by some companies that “because their 

activities are so closely linked with federal government actions, 

they must participate in the soft money system in order to 

succeed”). 

Corporations believe that elected officials and party leaders 

may shun or disfavor them if they do not “adequately” contribute 

and that “competing interests who do contribute generously will 

have an advantage in gaining access to and influencing key 

Congressional leaders on matters of importance to the company.” 

Greenwald Decl. at ¶ 9. For example, the Tarrance Group poll 

of 300 senior executives of companies that had annual revenues 

of approximately $500 million or more, conducted for CED in 

the fall of 2000, found that half of business executives feared 

adverse legislative consequences to their companies or their 

industries if they turned down requests for campaign 

contributions from high-ranking political leaders and/or political 

operatives, and seventy-four percent of the executives polled 

felt that pressure is placed on business leaders to make large 

political contributions. See Press Release, CED, supra. 

Members of Congress are well aware of the leverage they 

exert over solicited businesses. In this regard, Senator Rudman 

testified: 

By and large, the business world .. . gives money 

to political parties .. . [because] they believe that 

if they decline solicitations for such contributions, 

elected and appointed officials will ignore their 
12 

views or, worse, that competing business interests 

who do make large contributions to the party in 

question will have an advantage in influencing 

legislation or other government decisions. 

Rudman Decl. at ¶ 5. 

This perceived threat of retribution underpinning the 

political parties’ soft money solicitations was, ironically, 

underscored by the brazen reaction of the chairman of one 

of the political party committees to the issuance of the CED 

Report in 1999. When the CED Report was issued on 

March 18, 1999, Senator Mitch McConnell (R-Ky.), 

Chairman of the National Republican Senatorial Committee 

(NRSC) and a plaintiff in these actions, sent letters to various 

CED trustees declaring his “concern that a serious error [that 

CED prominently identifies you as a backer of its legislative 

plan] has occurred, which may cause some embarrassment 

to you if it is not immediately corrected.” Kolb Decl. at ¶ 6 

and Exh. 2 thereto. After CED replied to Senator McConnell, 

setting forth the basis for the report’s conclusions, the NRSC 

chairman sent follow-up letters to various CED trustees 

expressing his astonishment and “great concern” that these 

well-known business leaders would concur with CED’s 

position on campaign finance reform. Id. at ¶ 8. Senator 

McConnell added a personalized handwritten note urging the 

corporate executive CED trustees to withdraw publicly from 

CED. Id. and Exh. 4 thereto. As Mr. Kolb states in his 

declaration: “Several of these executives, who worked for 

companies that had significant issues pending before 

Congress at the time, considered the letters a thinly-veiled 

attempt to intimidate them with the implied message: Resign 
13 

and keep quiet, or don’t count on doing business with 

Congress.” Id. 8 

This type of threat is an integral aspect of soft money 

solicitation. A well-publicized article quotes a lobbyist for a 

Fortune 500 company as saying that the reason his company 

contributed soft money was “[b]asically, protection. . . . 

If you decline to give, you’re taking a risk of legislative 

retribution. . . . Companies are scared that on some critical 

issue, they’ll get hosed.” Burt Solomon, Forever Unclean , 

The Nat’l J., Mar. 18, 2000, at 858. 

The pervasive practice of giving soft money to both sides 

of the aisle exposes the fundamentally self-protective motives 

that drive corporate soft money contributions. According to 

data released by the FEC on June 9, 2003, 120 donors made 

soft money contributions totaling $500,000 or more in the 

2001-2002 election cycle. More than sixty percent of those 

donors contributed to both Democratic and Republican 

national party committees. During that same period, a total 

of 185 donors gave soft money contributions of $50,000 or 

more to both Democrats and Republicans. See The Center 

for Responsive Politics, Soft Money to National Parties, at 

http://www.opensecrets.org/softmoney/softtop.asp (last 

visited July 21, 2003). In 1996, forty of the top fifty soft 

money contributors gave to both major parties, while in 2000 

thirty-five did. McConnell, 251 F. Supp. 2d at 509 (opinion 

of Kollar-Kotelly, J.). 

8. Amicus Edward A. Kangas, former chairman of the global 

board of directors of Deloitte Touche Tohmatsu and the campaign 

finance reform co-chairman of CED, noted in a newspaper editorial: 

“The threat may be veiled, but the message is clear: failing to donate 

could hurt your company.” Edward A. Kangas, Soft Money and Hard 

Bargains, N.Y. Times, Oct. 22, 1999, at A27. 
14 

Judge Kollar-Kotelly, in her opinion below, noted the 

evidence that this practice “is a result of donors’ desire to 

have special access to lawmakers from both parties, and also 

out of concern that if the contributor gives to only one 

political party, the other will perceive an imbalance and 

punish the donor.” McConnell, 251 F. Supp. 2d at 509 

(opinion of Kollar-Kotelly, J.). See also, e.g., id. at 678-80 

(noting that giving to both parties is motivated by fear of 

giving to a party that subsequently loses control of Congress); 

Randlett Decl. at ¶¶ 11, 12 (“Giving lots of soft money to 

both sides is the right way to go from the most pragmatic 

perspective. . . . If your interests are subject to anger from 

the other side of the aisle, you need to fear that you may 

suffer a penalty if you don’t give.”); Declaration of Charles 

M. Geschke, co-founder and Chairman of the Board of Adobe 

Systems, Inc., at ¶ 10 (donors who give large amounts of 

soft money to both parties “may feel that influence with one 

party is not sufficient to achieve their financial or policy 

goals, especially now that power in Congress is pretty evenly 

balanced”). This practice of contributing simultaneously to 

both parties belies any claim that contributions are 

ideologically, as opposed to pragmatically, driven. 

The fundamentally corrupt nature of this system led 

industry leaders like General Motors and AlliedSignal 

publicly to declare that they would no longer make soft money 

contributions to the political parties, and dozens of corporate 

executives similarly recognized the dangers to our system of 

government created by soft money solicitation. See CED 

Report at 33-34. But these voluntary efforts, however 

laudable and courageous, cannot solve the problem of soft 

money. For every large corporation that may be willing to 

draw the line, there exist dozens of others, perhaps more 

vulnerable, that will continue to “give large soft money 
15 

contributions to political parties – sometimes to both political 

parties – because they are afraid to unilaterally disarm.” 

Greenwald Decl. at ¶ 12. 

The access afforded by soft money contributions is 

a competitive, as well as a political, reality. How many 

corporations will have the fortitude not to ante up at the soft 

money table knowing that their competitors are still in the game? 

The solution, Congress reasonably determined, is to end the 

game. 

C. Actual and Perceived Corruption Engendered by 

Soft Money Contributions Has Eroded Confidence 

in Business and Government 

The perversion of the soft money system into a widely 

acknowledged “pay to play” shakedown scheme by both major 

parties understandably has eroded public confidence in the 

integrity of business, and it has greatly contributed to the 

cynicism and skepticism with which the public views the 

involvement of business in the political process. As CED stated 

in its 1999 Report: “Given the size and source of most soft 

money contributions, the public cannot help but believe that 

these donors enjoy special influence and receive special favors.” 

CED Report at 27. See also Andrews Decl. at ¶ 20 (“[M]illions 

of Americans are convinced that lobbyists and the interests we 

represent are unprincipled ‘sleaze balls’ who, in effect, use great 

sums of money to bribe a corrupt Congress.”). 

It is clear that the public perception that policy decisions 

are warped by a sense of obligation to the donors of large 

unregulated contributions has harmed the public trust in the 

integrity of its government. As Senator McCain has observed: 

In 1961, 76% of Americans said yes to the question, 

“Do you trust your government to do the right 
16 

thing?” This year, only 19% of Americans still 

believed that. Many events have occurred 

in the last 30 years to fuel their distrust. 

Assassinations, Vietnam, Watergate, and many 

subsequent public scandals have squandered the 

public’s faith in us, and have led more and more 

Americans from even taking responsibility for our 

election. But surely frequent campaign finance 

scandals and their real or assumed connection to 

misfeasance by public officials are a major part 

of the problem. 

147 Cong. Rec. S2434 (Mar. 19, 2001). See also Declaration 

of Alan K. Simpson, former U.S. Senator (R-Wyo.), at ¶ 14 

(“Both during and after my service in the Senate, I have seen 

that citizens of both parties are as cynical about government 

as they have ever been because of the corrupting effects of 

unlimited soft money donations.”); Declaration of Senator 

David Boren, former U.S. Senator (D-Okla.) and President 

of the University of Oklahoma, at ¶ 11 (“American’s (sic) 

trust of government and political parties has fallen 

precipitously over the years. I . . . ask [my] students why 

they think this is the case. Almost unanimously, they respond 

that our government has been ‘purchased’ by special 

interests.”). 

A plethora of polls and studies demonstrates the extent 

of the damage wrought by the incessant solicitation and 

contribution of soft money to the public’s perception of the 

integrity of the political process. As the CED Report stated 

in 1999 – before the business scandals of the last two years: 

“The vast majority of citizens feel that money threatens the 

basic fairness and integrity of our political system. . . . Fully 

two-thirds of the public think that their own representative 
17 

in Congress would listen to the views of outsiders who made 

large political contributions before a constituent’s views.” 

Id. at 1 (internal quotations omitted). 

The CED Report’s summary of the dismaying downward 

spiral of public perception of the political process is 

consistent with a recent non-partisan poll conducted by 

Democratic pollster Mark Mellman and Republican pollster 

Richard Wirthin. The principal finding of their study was 

that the American public believes that the views of large 

contributors to parties “improperly influence policy and 

are given undue weight in determining policy outcomes.” 

See Mark Mellman and Richard Wirthin, Research of 

Findings of a Telephone Study Among 1300 Adult Americans 

(Sept. 23, 2002). The poll found that eight in ten Americans 

believe that, at least sometimes, members of Congress vote 

based on the wishes of big contributors to their political 

parties. Nearly half of those polled said this happens often. 

In addition, the poll found that more than three in four 

Americans believe that big contributors to political parties 

have at least some impact on decisions made by the federal 

government, and more than half of those polled think that 

big contributors have a great deal of impact. See id.9 

9. Similar results were found in a poll conducted by The New 

York Times and CBS News in April 1997. Seventy-five percent of 

Americans said “yes” to the question “In general, do many public 

officials make or change policy decisions as a result of money they 

receive from major contributors.” Only 14 percent answered “no.” 

See Francis X. Clines, Most Doubt a Resolve to Change Campaign 

Financing, Poll Finds, N.Y. Times, Apr. 8, 1997, at Al; see also Press 

Release, Public Campaign, New National Survey Shows Robust 

Support for “Clean Money” (Apr. 3, 2000). 
18 

Members of Congress have voiced the concerns of the 

American public about the corrupting influence of large 

contributions on the political system. In 1999, for example, 

Senator Russ Feingold (D-Wisc.) highlighted the extent to 

which soft money has perverted the legislative process: 

The appearance of corruption is rampant in our 

system, and it touches virtually every issue that 

comes before us. . . . [T]oday, when we weigh the 

pros and cons of legislation, many people think 

we also weigh the size of the contributions we 

got from interests on both sides of the issues. And 

when those contributions can be a million dollars, 

or even more, it seems obvious to most people 

that we would reward our biggest donors. 

147 Cong. Rec. S2446 (Mar. 19, 2001).10 

This distrust and cynicism also threatens to have a deep 

and longstanding impact on the public’s trust in the integrity 

of corporate management and on the economy. As the authors 

of the CED Report state: 

As business leaders, we are also concerned about 

the effects of the campaign finance system on the 

10. Similarly, Representative Lloyd Doggett (D-Tex.) observed: 

[T]he corrupting influence of money on public policy is 

evident in [the] House every day. It is evident not only as a 

principal concern that arises here on vote after vote, 

significantly influenced by who gave how much, to whom, 

when, but it is also particularly evident in the silence on 

critical issues of public policy, on what is never discussed. 

147 Cong. Rec. H3966 (Jul. 12, 2001). 
19 

economy and business. Americans identify 

“special interest” principally with corporations. 

A vibrant economy and well functioning business 

system will not remain viable in an environment 

of real or perceived corruption, which will corrode 

confidence in government and business. If public 

policy decisions are made – or appear to be made 

– on the basis of political contributions, not only 

will policy be suspect, but its uncertain and 

arbitrary character will make business planning 

less effective and the economy less productive. 

In addition, the pressures on business to contribute 

to campaigns because their competitors do so will 

increase. We wish to compete in the marketplace, 

not in the political arena.1 1 

CED Report at 1. CED Trustee Greenwald amplified these 

concerns: 

It goes without saying that maintaining 

governmental integrity is critically important to 

our democracy and our citizens’ faith in their 

government. It is also important for American[s] 

to have faith in the integrity of their business 

institutions and labor unions as well. The recent 

spate of deplorable corporate scandals has broadly 

demoralized America and this is having 

widespread and adverse political and economic 

11. See also Press Release, Campaign for America, Testimony 

of Cheryl Perrin, Executive Director, Campaign for America, House 

Administration Committee (Jul. 22, 1999) (“[W]hile it is naïve to 

think that the government won’t play a role in shaping the market, 

the soft money system encourages companies to allow the government 

to intervene in the market in an arbitrary and unfair way.”). 
20 

consequences. It is not good for America when 

American citizens believe their business leaders 

are corrupt, and one element of that regrettably 

widespread perception is the appearance that 

business buys government decisions by making 

large political contributions. 

Greenwald Decl. at ¶ 14. 

At this time of widespread shaken confidence in 

American corporations, restricting soft money is necessary 

to help restore public confidence in the integrity of business 

and government. It is also necessary to restore the fairness 

of the marketplace. As Wade Randlett, CEO of Dashboard 

Technology, testified: 

The raising and spending of soft money in recent 

election cycles has distorted the federal political 

system and the commercial marketplace. . . . 

[M]uch of the business community believes that 

the federal campaign financing system is broken 

and needs to be fixed. People in business look for 

a reasonable, rational system and a level playing 

field. The current soft money-oriented system does 

not meet that standard. 

Randlett Decl. ¶ 14. 
21

II. BCRA’S PROHIBITION ON SOFT MONEY 

SOLICITATION AND CONTRIBUTION DOES 

NOT SIGNIFICANTLY ABRIDGE FIRST 

AMENDMENT RIGHTS 

A. Corporate Soft Money Does Not Reflect the Ideas 

of Its Contributors 

This Court has held that limitations on political 

contributions by individuals entail “only a marginal 

restriction upon the contributor’s ability to engage in free 

communication” because “a contribution serves as a general 

expression of support for the candidate and his views, but 

does not communicate the underlying basis for the support.” 

Buckley v. Valeo, 424 U.S. 1, 20-21 (1976). Corporate soft 

money has even less communicative value and, hence, less 

of a claim to constitutional protection because, unlike 

political contributions by individuals, it is motivated 

principally by pragmatic commercial concerns. 

As demonstrated in Section I, corporate soft money 

contributions typically do not represent an expression of the 

contributor’s identification with a political party or its 

platform but are nothing more than an attempt to advance or 

protect commercial interests. They are investments, not 

expressions of ideological support. See, e.g., Declaration of 

Steven T. Kirsch, founder and Chief Executive Officer of 

Propel Software Corporation, at ¶ 14 (“Major donors perceive 

that they are getting a business benefit through their special 

access, and that it is a good investment for them.”). 

The fact that corporate soft money contributions are made 

for commercial purposes – by entities that do not, after all, 

vote – weakens any argument that such contributions 
22 

implicate core First Amendment values. Moreover, to the 

extent that corporate soft money is given to protect against 

unfavorable treatment, it does not even constitute a voluntary 

expression of support; rather, it is merely, in essence, a 

coerced pay-off to avoid retribution. As Representative 

Christopher Shays explained, a soft money contribution is 

“really like protection money. . . . It guarantees you a place 

at the table. They know you are a friend and you don’t hurt 

friends, but in order to be a friend, you’ve had to buy that 

protection.”12 See also Randlett Decl. at ¶ 14 (“[M]any 

members of the business community recognize that if they 

want to influence what happens in Washington, they have to 

play the soft money game. They are caught in an arms race 

that is accelerating, but that many feel they cannot afford to 

leave or speak out against.”). 

Although soft money contributions are not compelled 

by law in a manner that would warrant literal application of 

the compelled speech doctrine, to the extent that soft money 

does have communicative value or subsidizes political 

speech, the coercive nature of the soft money system warrants 

analogizing soft money to constitutionally disfavored forms 

of coerced expression, such as compelled dues payments. 

See, e.g., Abood v. Detroit Bd. of Ed., 431 U.S. 209, 235-36 

(1977) (First Amendment requires that labor union 

expenditures to express political views not germane to its 

duties as collective-bargaining representative not be financed 

by employees “coerced into doing so against their will”); 

Lehnert v. Ferris Faculty Ass’n, 500 U.S. 507, 522 (1991) 

(“[T]he State constitutionally may not compel its employees 

to subsidize legislative lobbying or other political union 

12. Jonathan D. Salant, Businesses Tire of Soft Money 

Contributions, Associated Press, Nov. 23, 1999. 
23 

activities outside the limited context of contract ratifications 

or implementation.”). See also United States v. United Foods, 

Inc., 533 U.S. 405, 413 (2001) (mandated support for speech 

“is contrary to the First Amendment principles set forth in 

cases involving expression by groups which include persons 

who object to the speech, but who, nevertheless, must remain 

members of the group by law or necessity”). The compelledspeech doctrine offers a useful analogy that underscores 

the low level of constitutional protection to be accorded to 

soft money contributions made in response to coercive 

solicitation. 

The disassociation of soft money from political 

expression is starkly illustrated by the fact, noted above, that 

many soft money contributors “express their narrow interests 

by contributing to both parties during the same electoral 

cycle, and sometimes even directly to two competing 

candidates in the same election.” Federal Election Comm’n 

v. Colorado Republican Fed. Campaign Comm., 533 U.S. 

431, 451-52 (2001) (emphasis added) (citing FEC disclosure 

reports documenting that many large corporations give to 

both parties). Those who give soft money to both parties do 

so not to express support for political ideas but “because 

they want to make sure they have access regardless of who’s 

in the White House, filling the Senate seat, or representing 

the Congressional District.” Declaration of Arnold Hiatt, 

former President and Chief Executive Officer of the Stride 

Rite Corporation, at ¶ 12. 

Finally, the nexus to political expression is weakened 

further still in those instances where soft money contributors 

give to the political party committees without knowledge of 

how the contribution will be used, for whom it will be used, 

or what message it will be used to promote. See Rozen Decl. 
24 

at ¶ 12 (“From [the contributor’s] perspective, what account 

the money goes into or how it’s used is not important.”); 

see also Hassenfeld Decl. at ¶ 15 (“Donors know that if they 

give $100,000 in soft money to the Republicans or $100,000 

to the Democrats, that will entitle them to some type of 

access. They are not concerned with how that money is 

used.”). 

B. Corporate Soft Money Contributions Distort the 

Marketplace of Ideas 

Corporate soft money contributions do not contribute to 

the “marketplace of ideas” protected by the First Amendment. 

Instead, they reflect wealth amassed in the marketplace, not 

the ideas of investors and employees, who have no control 

over contributions made to political parties from the 

corporation’s general treasury funds. More troubling, as 

Senator Rudman testified, is that “large soft money 

contributions in fact distort the legislative process. They 

affect what gets done and how it gets done.” Rudman Decl. 

at ¶ 9. 

This Court has held that the “unique legal and economic 

characteristics of corporations” and “special advantages” 

granted by state law “not only allow corporations to play a 

dominant role in the Nation’s economy, but also permit them 

to use ‘resources amassed in the economic marketplace’ to 

obtain ‘an unfair advantage in the political marketplace.’” 

Austin v. Michigan Chamber of Commerce, 494 U.S. 652, 

658-59 (1990) (quoting Federal Election Comm’n v. 

Massachusetts Citizens for Life, 479 U.S. 238, 257 (1986)). 

“This concern over the corrosive influence of concentrated 

corporate wealth reflects the conviction that it is important 

to protect the integrity of the marketplace of political ideas.” 

Massachusetts Citizens for Life, 479 U.S. at 257. 
25 

The size of the treasury amassed by a corporation does 

not reflect popular support for the corporation’s political 

ideas. Rather, it reflects “the economically motivated 

decisions of investors and customers.” Massachusetts 

Citizens for Life, 479 U.S. at 258. These resources may be 

used to make a corporation a formidable political presence 

“even though the power of the corporation may be no 

reflection of the power of its ideas.” Id. 

Indeed, these resources may make the corporation a 

political presence that runs counter to the ideas of its investors 

and employees, just as a union may engage in political activity 

that some members may not support. Courts have voiced 

concern for individuals who have paid money into a 

corporation for purposes other than the support of candidates 

from having that money “used to support political candidates 

to whom they may be opposed.” Federal Election Comm’n 

v. National Right to Work Comm., 459 U.S. 197, 207-08 

(1982). 

[Stockholders and union members] contribute 

investment funds or union dues for economic gain, 

and do not necessarily authorize the use of their 

money for political ends. Furthermore, because 

such individuals depend on the organization for 

income or for a job, it is not enough to tell them 

that any unhappiness with the use of their money 

can be redressed simply by leaving the corporation 

or the union. 

Massachusetts Citizens for Life, 479 U.S. at 260; see also 

Pipefitters Local Union No. 562 v. United States, 407 U.S. 

385, 416 (1972) (citing concerns about the voluntariness of 

contributions and protecting the minority stockholder or 
26 

union Member as reasons underlying congressional 

regulation of contributions made in connection with federal 

elections). 

As far back as 1907, Congress, in regulating political 

contributions by corporations, was motivated by “the feeling 

that corporate officials had no moral right to use corporate 

funds for contribution to political parties without the consent 

of the stockholders.” United States v. Congress of Indus. 

Orgs., 335 U.S. 106, 113 (1948). Accordingly, restricting the 

use of corporate funds in elections prevents corporations 

from, in effect, being pressured into allocating for purposes 

for which they were not intended general treasury funds 

which may not have been given by investors in the first place 

had they known how they would be used. 

C. A Ban on Soft Money Does Not Offend the First 

Amendment Right of Association 

The First Amendment protects political association as 

well as political speech. Buckley, 424 U.S. at 15; see also 

NAACP v. Alabama, 357 U.S. 449, 460 (1958). “[F]reedom 

to associate with others for the common advancement 

of political beliefs and ideas” is protected by the First 

Amendment. Kusper v. Pontikes, 414 U.S. 51, 56 (1973). 

The right to associate with the political party of one’s choice 

“is an integral part of this basic constitutional freedom.” 

Id. at 57. 

In Buckley, however, the Court held that even a 

significant interference with associational rights could be 

outweighed by a campaign finance restriction closely drawn 

to advance a sufficiently important government interest. 

424 U.S. at 25. Because the associational rights implicated 
27 

by BCRA’s soft money ban are (like the free speech rights 

implicated) weak at best, they are easily outweighed by the 

important public interests advanced by BCRA’s soft money 

restraints. 

First, as discussed above, corporate soft money 

contributions typically are not expressions of support for the 

ideological platform of a political party. Second, even where 

that is not the case, because contributors have no way of 

knowing where and for what their soft money is being used 

– and often do not care – the contributions are not linked in 

any meaningful way to any specific political ideas. 

Accordingly, even to the extent such contributions may 

express support for the platform (or elements of the platform) 

of the party to which they are given, they do not further the 

values secured by the right of association, namely the 

“pool[ing] of resources in furtherance of common political 

goals.” Buckley, 424 U.S. at 22. Rather, they represent, at 

bottom, commercially motivated payments. 

Third, despite no longer being able to contribute soft 

money, donors still will be able to associate with and 

demonstrate public support for a political party and a political 

party’s ideological platform in traditional and far 

more meaningful ways. See, e.g., Buckley, 424 U.S. at 22 

(“[FECA’s] contribution ceilings thus limit one important 

means of associating with a candidate or committee, but leave 

the contributor free to become a member of any political 

association and to assist personally in the association’s efforts 

on behalf of candidates”). Corporate executives still can – 

and certainly will – continue to contribute to political parties 

as individuals. 
28 

Given the limited degree, if any, to which soft money 

evinces a contributor’s genuine interest in associating with a 

political party for ideological reasons and the multitude of 

other avenues of more meaningful association with a political 

party and its platform, a restraint on soft money will have 

only minimal, if any, impact upon the associational rights 

protected by the First Amendment. 

CONCLUSION 

The coercive soft money system that BCRA eliminates 

has corrupted solicitor and contributor alike. It has 

engendered understandable public cynicism regarding both 

business and government. It has interfered arbitrarily in the 

functioning of the economy. Business leaders increasingly 

wish to be freed from the grip of a system in which they fear 

the adverse consequences of refusing to fill the coffers of 

the major parties. The coerced and, at bottom, wholly 

commercial nature of corporate soft money contributions 

distinguishes them from political speech, as well as from 

the type of ideological association protected by the First 

Amendment. Given the compelling government interest in 

eliminating both actual and perceived corruption from the 

political process, BCRA’s ban on soft money in federal 

elections should be sustained. 
29 

Respectfully submitted, 

STEVEN ALAN REISS 

Counsel of Record 

R. BRUCE RICH 

JOSH A. KREVITT 

JONATHAN BLOOM 

CLAIRE E. GOLDSTEIN

WEIL, GOTSHAL & MANGES LLP

767 Fifth Avenue

New York, NY 10153

(212) 310-8000

Attorneys for Amici Curiae 

Committee for Economic 

Development, Robert L. 

Bernstein, Warren E. Buffett, 

William K. Coblentz, Harry L. 

Freeman, Ronald Grzywinski, 

Edward A. Kangas, Thomas J. 

Klutznick, Jerome Kohlberg, 

Arjay Miller, Thomas S. 

Murphy, Steffen E. Palko, 

Raymond Plank, Sanford R. 

Robertson, Richard Rosenberg, 

George Rupp, Donald Stone, 

Robert D. Stuart, Jr., Dr. P. 

Roy Vagelos, A. C. Viebranz, 

and Paul Volcker 
1a 

APPENDIX — THE INDIVIDUAL AMICI 

Robert L. Bernstein

Former Chairman/President

Random House, Inc.

Warren E. Buffett

Chairman & CEO

Berkshire Hathaway Inc.

William K. Coblentz

Attorney at Law

Coblentz, Path, Duffy & Bass

Harry L. Freeman

Chair

The Mark Twain Institute

Ronald Grzywinski

Chairman

Shorebank Corporation

Edward A. Kangas

Chairman and CEO (retired)

Deloitte Touche Tohmatsu

Thomas J. Klutznick

Chairman

Thomas J. Klutznick Company

Jerome Kohlberg

Chairman

Kisco Management Corporation
2a 

Appendix 

Arjay Miller

Dean Emeritus, Graduate School of Business,

Stanford University

Former President, Ford Motor Company

Thomas S. Murphy

Chairman & CEO (retired)

Capital Cities/ABC, Inc.

Steffen E. Palko

President

XTO Energy Inc.

Raymond Plank

Chairman/Founder

Apache Corporation

Sanford R. Robertson

President

S.R. Robertson & Company, LLC

Richard Rosenberg

Chairman & CEO (retired)

Bank of America, N.A.

George Rupp

President

The International Rescue Committee

Donald Stone

Former Chairman & CEO

Merrill Lynch Specialists, Inc.
3a 

Appendix 

Robert D. Stuart, Jr.

Chairman Emeritus

The Quaker Oats Company

Dr. P. Roy Vagelos

Chairman & CEO (retired)

Merck & Co., Inc.

A. C. Viebranz

Former Sr. V. President

GTE Corporation

Paul Volcker

Former Chairman

The Federal Reserve