Writer's Direct Dial (603) 627-8149

June 13, 2003

Jonathan G. Katz, Secretary
Securities and Exchange Commission
450 Fifth Street. N.W.
Washington, D.C. 20549

Re: File No. S7-10-03

Dear Mr. Katz:

I am an individual investor dependent on my stock portfolio for my future retirement, and write to urge the Securities and Exchange Commission to propose new proxy rules and regulations granting shareowners greater proxy access for the election of independently nominated candidates to the boards of directors of publicly traded companies.

As an individual investor, fiduciary trustee of a private pension plan and active member of a number of investment and pension-related organizations for many years, I find it an inescapable conclusion that much if not most of the so-called recent "market losses" in the stock market are in fact directly attributable to a collapse of ethics and corporate governance in the boardrooms of this nation's publicly traded companies. We need vigilant and ethical directors, principally accountable to the shareholders and independent of management.

The only effective means for achieving this necessary state of affairs is to provide shareowners with a real voice in selecting those who represent them on company boards of directors. Reasonable, legally protected and enforceable access by long-term and substantial shareowners to proxy statements and ballots for nominating directors is critical to an independent, functioning board as the keystone to corporate governance.

The undersigned urges the Commission to adopt new proxy access rules encouraging shareholder nomination of independent directors to the board. Additionally, shareholder nominated candidates should have a presence in the company's proxy materials, at company expense, to the same degree as candidates nominated by the company's board. Further in this connection, the Commission should substantially amend Rule 14a-8 to permit shareholders to propose amendments to company by-laws for the purpose of allowing shareholder nomination of independent candidates for directors to the board.

In short, we need a long-overdue dose of that corporate democracy and corporate governance historically more honored in theory than in reality. The consequences of that historical, lesser reality has been billions for the board rooms and broken nest-eggs for the public investor. This is intolerable.

This must change if there is to be a deep, healthy and transparent capital market in this nation. Capital investment flows to where it is welcomed, and avoids where it is not. We need fundamental corporate governance reform at the board level of public companies for individual investors to again have confidence and trust in the market.

Again, I urge the Commission to effect these proxy reforms through rule making as its highest priority. Nothing is more important for the restoration of investor trust and confidence than an empowered board of independent directors truly elected by the shareholders.


Alan P. Cleveland