From: Scott Harshbarger [sharshbarger@mhtl.com] Sent: Wednesday, June 04, 2003 11:29 AM To: 'rule-comments@sec.gov' Subject: Proposed Proxy Rule Modifications (s7-10-030 We write to applaud the SEC's plans to modify, update and strengthen the rules governing proxy voting at corporate annual meetings. This is a critical issue and one that has long been of concern to shareholders and one that, absent changes, significantly disenfranchises shareholders. As you know, the annual meeting is the only opportunity for most shareholders to seek accountability, information, responses, and input as ways to exercise some measure of control over the chief executives who, theoretically act and work for them, and it is the sole vehicle for the selection of the boards of directors who are also charged with CEO oversight and shareholder representation. Reforming the proxy voting rules would be a significant step forward in responding to the leadership scandals that have rocked corporate America during the past two years, and which have undermined investor, consumer, customer, shareholder and stakeholder confidence in these vital economic enterprises and in our markets. Improvements to existing proxy rules would be a critical signal that the SEC intends to move aggressively and effectively to restore some of that confidence. We welcome the opportunity to be of assistance to you and to offer further proposals and comments. Sincerely, Scott Harshbarger Harshbarger Governance Practice at Murphy, Hesse, Toomey & Lehane, LLP