From: Susan Winklareth [mailto:swinklareth@lsvasset.com]
Sent: Monday, March 29, 2004 5:03 PM
Subject: S7-19-03

I am pleased to hear the U.S. Securities and Exchange Commission is on the verge of adopting historic corporate accountability reforms. I am writing to offer additional comments

Too many corporate boards appear eager to award outrageous pay and retirement perks to corporate executives. These same boards are unwilling to challenge CEOs with the tough questions their duties require. As we learned from recent corporate scandals, this kind of board behavior can allow self-dealing executives to destroy entire corporations and walk off with millions, leaving shareholders, workers and communities to suffer the consequences.

By giving shareholders a voice in picking corporate directors, the reforms put forward by the SEC have the potential to put an end to the "Imperial CEO." However, as proposed, the rules contain certain barriers, including high ownership thresholds and a cumbersome two-year process, which would make them difficult for investors to actually use.

I urge the SEC to reject the overly constraining barriers and to adopt final rules that truly will give shareholders a voice in picking directors at America's largest corporations. Corporate reform should be something investors actually can use.

Susan Winklareth LSV Asset Mgmt