Subject: File No. DF Title IX - Executive Compensation
From: Jane Mataich
Affiliation: a concerned citizen

October 19, 2010

I am very pleased to see the legislation allowing shareholders to vote on CEO compensation. However, I read that the Chamber of Commerce and corporations are trying to gain more control over the proxy voting system. Please do not undermine this important 'say on pay' legislation by changing the proxy voting system. Corporations and Wall Street brokers should NOT be allowed to vote on behalf of shareholders. Shareholders should be able to vote on CEO pay, NOT Big Banks and Wall Street brokers.