Subject: File Number S7-14-10

October 22, 2010

Dear Chairman Schapiro,

I am writing to express concern 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 greater 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. Unless these shareholders can choose independent recommendations from proxy advisory firms, banks and brokers may vote for management against the preferences of 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.

I urge you to consider the interests of shareholders before making any changes to the existing proxy system that generally works well. 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.

** I already lost most of my retirement through Wall Street theft. I now need a say as a shareholder. The system is skewed towards the top 2% to begin with, total unfairness to the middle class, that built America's profits. The least that is needed is for shareholders to be able to vote on the company heads' pay packages. Without a middle class, America will not survive. **

martha eberle