From: Dr. Vencil O'Block [vinceob@bellsouth.net]
Sent: March 29, 2004
To: rule-comments@sec.gov
Subject: File No. S7-19-03


I support the motion to able the corporate shareholders to nominate board of director members. I also believe that if 50% (or maybe even a smaller percentage -- say 30%) of the shareholders withold a vote for the directors, then the director should not serve.

The pay packages that the inner circle club of the board of directors gives to CEOs is outlandishly high. These pay packages are given without any regard for a sanity check, e.g. the $44+ million given to the Citigroup CEO. What a shame, since this is taken from the shareholders pocket, and I believe that no individual is worth this egregiously large annual salary. It is doubly injurious to the employees who have to take small, if any increases in salary, plus frequently are asked to take less benefits. This is done to fill the pockets of senior management.

Please take appropriate actions to limit these salary and director nomination abuses.

Thank you in advance.

Dr. Vencil O'Block