500 Virginia Street, East, Suite 200
Charleston, WV 25301

June 2, 2003

Jonathan G. Katz
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549-0609

Re: S7-10-03

Dear Mr. Katz:

The West Virginia Investment Management Board (IMB), investing over $6 billion in public funds, supports review and, if meaningful, reform of the current proxy rules and regulations. The starting point is the recognition that our economic system is premised on the view that individuals always tend to act in their own self-interest. Owners have the greatest interest in the welfare of the assets they own. While the issue is very complicated in the modern corporate environment where ownership interests are frequently small and short-lived, there most still be a meaningful ability on the part of owners to protect their assets, to insure that those entrusted with the owner's welfare act in the owner's best interest. It is not clear that the current proxy rules and regulations allow the owners of corporations to insure that corporate management's interests are properly aligned with theirs. An honest assessment of the situation is overdue.

The IMB does not have a blueprint for reform, but the Council of Institutional Investors, of which the IMB is a member, has given the issues much thought and has a number of very good suggestions. Please give them your close attention.

The IMB appreciates this opportunity to comment. Thank you.


H. Craig Slaughter
Executive Director