November 18, 1997 Senator Diane Feinstein United States Senate Washington, DC 20510 Dear Senator Feinstein, I urge you to take immediate action and object to the SEC's new proposed rules for shareholder resolutions (S7-25-97). If adopted, these regulations will compromise the rights of American shareholders. The intent of the current regulations concerning shareholder resolutions is to offer a check and balance by American stockholders (owners) of the behavior of corporate management (employees). This is essentially a democratic solution to insure corporate accountability and responsibility in the management of the business. The proposed regulations will diminish owners' rights and responsibility to address corporate behavior on such diverse issues as corporate governance, working conditions (sweatshops) , workplace discrimination, environmental protections, and corruption. I am an individual stockholder and president of Women Over Wall Street, a member club of the National Association of Investors Corporation (NAIC). One of the principles of NAIC is for all Americans to "Own a part of America." We are the small stockholders that wish to be a part of the success of American business. Being involved in the corporation means being responsible for the behavior of the business that will determine its success. The SEC's proposed rules take away property and ownership rights by undermining the ability of shareholders to file resolutions. The shareholder process is an important marketplace mechanism to protect the financial interests of shareholders and promote corporate responsibility. When companies fail to address their governance, environmental and social impact problems, shareholders suffer. For example, Texaco management's failure to deal with workplace discrimination recently cost shareholders millions of dollars. Taken together, the proposed SEC rules disenfranchise shareholders in an insidious fashion. They eliminate the voice of the smaller shareholder on the corporate proxy ballot and at annual shareholder meetings. Time is running out: The comment period on these new rules expires on November 24, 1997. I ask you to contact the SEC Commissioners and tell them in no uncertain terms that their current proposal is an unacceptable attempt to take away the rights and responsibilities of American shareholders. Tell them to stop these rules from going forward. I urge you to write Arthur Levitt, the other SEC commissioners and your colleagues in Congress during this comment period to inform them of your objections to the SEC's proposed rules. Urge them to protect the rights of the shareholders and to insure the responsibilities of all in the future of American business. Please be sure to let me know what action you take. Thank you for your attention and concern. Sincerely, Roxanne Kellam, President of Women Over Wall Street (A member of the National Association of Investment Clubs) 3932 Linwood Avenue Oakland, CA 94602