From: Edward Ohara [eohara202@earthlink.net] Sent: Friday, June 13, 2003 3:46 PM To: rule-comments@sec.gov Subject: Re: S7-10-03 To the members and staff of the SEC: As retirees whose investments have declined in value in part because of the corporate and accounting fraud and malfeasance that have come to light over the last several years, we applaud the Commission's decision to take a fresh look at the proxy rules. As things stand now, shareholders, even though they own the company and it is their money that is at stake, are virtually powerless to do anything about company executives who use corporate assets for their own personal gain or directors who sit by passively and let it happen. In fact, in most cases shareholders are pretty powerless to even find out when such things are occurring; it is only after a company implodes that the facts come to light, and then it is too late--shareholder value has been destroyed. We hope the Commission will take a broad view of what could be done to change things, and have the courage and determination to adopt the necessary reforms. It is clear that the current system is not working. Among other things, we would like to see you look at ways to increase shareholders' ability to nominate directors themselves, rather than having them be hand-picked by corporate insiders as at present. We think broker votes should not be allowed. We also think shareholders should be allowed to vote on all stock option plans and perhaps on all of the top executives' compensation packages as well, as is done in the U.K., where it seems to be working effectively. Thank you for your efforts. You are the agency charged with protecting investors--go to it! We are all depending on you. Sincerely, Ed and Peg O'Hara Falls Church, Va 22041