Minnesota State Board of Investment

May 30, 2003

Mr. Jonathan G. Katz
U.S. Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609

SUBJECT: File No. S7-10-03

Dear Mr. Katz:

On behalf of the 420,000 members and beneficiaries of Minnesota public employee pension plans, I would like to commend the Securities and Exchange Commission for undertaking a thorough review of current proxy rules.

The Minnesota State Board of Investment (MSBI) supports revisions to the rules and regulations that would improve shareholder access to the proxy process and provide shareholders with a meaningful voice in corporate governance matters. The MSBI urges the SEC to increase and improve the disclosure requirements regarding director relationships, executive compensation and director compensation.

Thank you for the opportunity to comment on this issue.


Howard J. Bicker
Executive Director