Subject: File No. S7-12-09
From: James Cummings

September 7, 2009

Whereas the Biggest Bailed-Out Bank of them all, AIG, is still trying to reward the very people responsible for jeopardizing the company with more than $100 million worth of bonuses

Whereas Bailed-Out Bank CitiGroup informed the U.S. Treasury Department that energy trader Andrew J. Hall, with a pay package of $98 million, and a second unidentified trader who was paid more than $30 million, were exempt from pay Czar review

Whereas Bailed-Out Bank Goldman-Sachs paid out $4.82 billion in bonuses in 2008, some of it coming from the $10 billion it received from taxpayers to keep its doors open

Whereas Bailed-Out Bank Wells Fargo Co. increased base salaries for top executives to get around government rules capping bonuses for firms receiving bailout funds

Whereas these same banks are spending our money lobbying against the creation of a federal watchdog to ensure the financial industry abides by a set of rules that are fair and transparent to benefit both consumers and main street businesses

Whereas many of the bailed-out banks have received $38.5 billion in exorbitant overdraft fees from the most financially-stretched American citizens who didnt cause the financial crisis but who, to add insult to injury, have been conscripted to support banks bad practices

We the bailers-out hereby call on the SEC to approve the rule for Say on Pay so that shareholders have the authority to approve only such pay packages for executives of bailed-out banks as to:

Reflect an honest days work for an honest days pay.

Include bonus pay only if it is merit-based and structured around transparent goals.

Structure bonuses and other portions of a pay package to reward long-term value of the institution over short-term gain in stock prices.