From: PEGOLALA@aol.com Sent: Friday, June 13, 2003 9:47 AM To: rule-comments@sec.gov Subject: File No. S7-10-03 Attn: Secretary: Dear Secretary Katz: As an investor, trustee, and principal of an investment partnership with sizeable assets under management, I would like to resond to the Securities and Exchange Commission's solicitation of views with respect to the shareholder proxy access and election of corporate directors (number S7-10-03). We are encouraged by the Commission's efforts to revitalize discussions concerning shareholders' access to the proxy ballot, and feel that a review ofexisting rules concerning the election of directors is long overdue. The significant lack of shareholder access to the corporate proxy -- and the self-perpetuating board that results -- is an enormous obstacle to preventing corporate abuse and restoring investor confidence. Corporate governance will improve only when managers and directors are held accountable by investors and can be voted out by shareowners for failure to act in their best interests. The current process is not a true election, with shareholders formally ratifying the board-nominated slate. This is one of the reasons we have experienced the shocking corporate malfeasance of recent years in this country, and that malfeasance must be stopped. I strongly recommend the following: 1) eliminate section (i)(8) of Rule 240.14a-8 concerning criteria for proosal exclusions on the proxy related to board elections. 2) Require that an investor or group of investors must own at least1% of share in the company, for a minimum of one year, in order to nominate a candidate. 3) annual election of directors. 4) cumulstive voting in the election of directors. 5) listing all nominees with equal space and a reasonable number of words to provide background information, without the current practice of separating management's list of nominees from that of investor nominees. However, board nominees should be designated as such. We investors are looking to the SEC to put meaning back in the term "board independence" and to bring fiarness and balance to director representation. I urge you to institute the above changes in the process. Sincerely, Margaret L. Keon Investor and Philanthropist Belvedere, California