Subject: File No. S7-14-10

October 18, 2010

Dear Chairman Schapiro,

I am a business law attorney in Oklahoma -- you would think that I would be writing in favor of allowing proxy alterations that would gut the "say on pay" provisions of the new regulations. BUT, I have had an inside view of the indifference of corporate America for the shareholders and for the public at large. Please do not destroy the progress made in reining in individual greed and avarice that is being promoted by the U.S. Chamber of Commerce and the Business Roundtable.

I urge you to consider the interests of shareholders and the economic well-being of our country at large before making any changes to the existing proxy system that generally works well. Unless the administrative branch of the government follows the intent of the recently passed law, not only is the law ignored, but the SEC is a co-conspirator in the elimination of individuals rights in our economy. That action is a truly unAmerican act and deserves close scrutiny for insider dealing on the part of what should be an independent body.

Roberta Steinmetz