Subject: File No. S7-12-09
From: Catherine E Connally
Affiliation: Issues Central, Inc.

July 1, 2009

It is important that the SEC does not yield to populist pressure on executive pay. While I appreciate that say on pay is popular, one needs to consider the larger implications on this measure. The US has for a long time been a haven for innovation. But with the recent orientation of the current administration to take control of various industries, the government runs the grave risk that companies consider relocation of their company headquarters to places that are less onerous on regulations and certainly more business friendly.

I have watched with interest, the recent request by Tim Hortons, the relocation to Canada. This has been something that has been expected for awhile.

How many more companies may consider this as an option as the US increases its recent intervention in private industry?

The Obama administration must consider its actions carefully as the future implications are important. This administration has already shown its disregard for contracts in its treatment of bondholders in the reorganizations of US auto and financial services. This used to be something one could count on in US business - the sacredness of contracts.

The increase in litigation has not benefited the US but rather made it a more difficult place to do business. There is a need to legislate business, but the wrong legislation rewards other economies, not ours.

Look carefully at the affects of all the proposed policies of this administration before meddling too much and destroying what is really special about the US economy - the ability to take a risk and be rewarded. In the end, you cannot legislate morality but a truly vibrant economy can be destroyed by actions that are ill-advised.