From: Robert Todd [Swapsfan@worldnet.att.net]
Sent: Tuesday, July 01, 2003 8:34 PM
To: rule-comments@sec.gov
Subject: New corporate compensation rules (NYSE-2002-46/NASD-2002-140)

Congratulations.  A long time coming.  A good job on your part.

The one loophole is that, despite requiring shareholder approval of
compensation benefits/stock options for Officers and Directors, the
equity shareholders who will control the vote will be the persons
seeking increases in compensation, stock options and bonuses.

It would have been preferable to include a limitation preventing any
then officer or director from voting on any compensation plan which
would result in a compensation benefit to that officer or director then
or in the future.  A vote that would provide future compensation
benefits, based on past service accomplishments of the corporation for
whom the officer or director had provided past services, enumerated for
each officer and director with a showing as to how those services
improved and benefitted the corporation's future, would really mean
something to the equity shareholders.  This information would appear in
annual shareholders' documentation presented to the equity shareholder
voters well in advance of the next annual shareholders' (or special)
meeting.

You undoubtedly know the hype:  "These benefits must be provided to
attract the very best management and to encourage them in providing
their future services."  Give all of us a break!  None of those benefits
are returned by the officers or directors when the "leaders" lead the
corporation into bankruptcy at the expense of the equity shareholder
little guys.

Sincerely,

Bob Todd