From: Richard Clayton [CLAYTONR@seiu.org]
Sent: Friday, May 30, 2003 1:48 PM
To: rule-comments@sec.gov
Subject: S7-10-03

To the SEC:

I am writing to you as a concerned shareholder, owner of equity mutual
fund shares, and a participant in a defined benefit pension plan, to
express my appreciation of your recent decision to review the rules
governing shareholder's access to coropate proxies for director
nominations. Like other shareholders, I have been enraged by the
scandalous behaviour of corporate executives that has come to light in
recent years. I am further angered by the shameless manner in which
executives continue to lavish generours pay packages on themselves,
while shareholders and employees suffer significant losses. But perhaps
most of all, I am deeply frustrated by the fact that as a shareholder, I
have so few remedies at my disposal. Current SEC regulations seem almost
as if they were designed to insulate management from shareholders,
rather than to empower shareholders to hold managers the high standards
all of us expect and deserve. I sincerely believe that the thorough
reform of proxy access rules will enable shareholders such as myself to
hold executives accountable, and thereby once again to have confidence
in the integrity and fiduciary responsibility of this country's
corporations.

Thank you,

Richard W. Clayton III