Subject: File No. S7-13-11
From: Paul R. Frank

April 11, 2011

Executive compensation should

1)--be responsive to shareholders, e.g., by an independent committee elected by shareholders which would make recommendations, and then approved by shareholders

2)--not tied to short term gains in items such as share value or profits, but possibly tied to long-term gains in such values

3)--significantly tied to fines for illegal behavior, fines, etc.

Thank you for your consideration.

Paul Frank