From: Kay Evans [Kevans@MSRS.ORG]
Sent: Friday, May 30, 2003 2:40 PM
To: rule-comments@sec.gov
Subject: S7-10-03

May 30, 2003

William H. Donaldson, Chair
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

Dear Chair Donaldson:

I am writing on behalf of the 70,869 members and 30,735 retirees whose retirement 
benefits are or will be provided through the Maine State Retirement System, to 
welcome the Commission's directive to its staff to study and formulate changes to 
the current proxy rules, with the goal of improving corporate democracy.  The scope 
of the review, as outlined in the Commission's April 14, 2003 press release, amounts 
to a plain acknowledgement that fundamental rethinking of shareholder-director-
management relationships and responsibilities is absolutely required.

The process that the Commission has structured, inviting public input to the staff 
review and Commission discussion that will precede rulemaking with further input 
at the point of rulemaking, implies a seriousness of intent to fully analyze how 
the current proxy rules actually work, to ask whether how they work is how they 
should work and, to create a new rules framework where the answer to that question 
is negative.  The Commission has demonstrated courage in undertaking this effort, 
because the outcome cannot be a conclusion that no change is needed or feasible.  
Probable investor, market and general public reaction makes such a conclusion 
untenable.

The System believes that the makeup and functioning of corporate boards is the 
single most important factor in ensuring that public corporations are run to serve 
the interests of their shareholders and the wider public interest in fair, efficient 
and productive markets.  We urge the Commission to pay particularly close attention 
to these aspects of the proxy rules.

Yours truly,



Kay R. H. Evans
Executive Director
KRHE/pjm
cc:	Chair and Members, Board of Trustees,
	 Maine State Retirement System