Subject: File No. DF - Other Initiatives
From: L D Hartman
Affiliation: CPA (retired)

August 26, 2010

Clawback rules should be structured to apply to Corporate Board of Directors. All fees and compensation for the past five years should be subject to clawback in cases such as Bear Stearns.
This provision would provide more knowledgeable Directors and encourage Directors who lack director skills to leave.

In addition, Directors should not be permitted to serve on Boards where executives serve on their boards. This practise allows for CEO compensation enhancement that is not of benefit to stockholders.
Thank you,
L. D. Hartman