Subject: File No. S7-14-10

October 18, 2010

Dear Chairman Schapiro,

It is almost absurd that the U.S. Chamber of Commerce and the Business Roundtable are pressuring the SEC to rewrite the U.S. proxy system. These groups want companies to have more control over proxy voting by shareholders. For example:

-- The U.S. Chamber of Commerce wants to allow brokers and banks to vote using preexisting instructions on behalf of their clients.

HOWEVER, it is critical for our broadert economic health that ordinary shareholders, many of whose retirement pensions and other important benefits, not be raided anymore (as they obviously were over the past decade) by the management of the banks and other CEOs. The conspiring to give outrageous salaries, top-shelf benefits, and over-the-top compensation was done against the preferences and interests of most shareholders.

-- The Business Roundtable's "Shareholder Communications Coalition" wants to give companies more control over shareholder communications by eliminating the rules that help protect shareholders' privacy. Such a rule change would expose shareholders to proxy solicitations by management seeking their vote.

Please consider interests of shareholders the number one priority before making any changes to the existing proxy system. Any rule changes must protect the voting preferences and privacy interests of shareholders, and must create a level playing field for proxy communications by shareholders and corporate management.

Eloise Linger, Ph.D.

Eloise Linger