Subject: File No. S7-12-09
From: Diane L Ritter, Ms.

December 30, 2009

I would strongly recommend that the shareholder vote on the compensation of executives be made BINDING rather than advisory.

Furthermore, I would strongly recommend that the rule be extended to ALL companies regulated by the SEC, rather than be limited to companies receiving TARP funds.

I would strongly recommend that the default total compensation of executives be capped at 200K unless a larger amount is specifically authorized by the shareholders. And I would define compensation to include base pay, bonuses, stock options, subsidized loans, fringe benefits, (including such fringe benefits as paying for club memberships), and any other financial benefits.

Similarly, I would strongly recommend that the default health and retirement plans of executives be identical to that of nonexecutive employees unless specifically authorized by the shareholders.

Similarly, I would strongly recommend that no "termination pay" or golden parachutes for executives be allowed unless specifically authorized by the shareholders.

Similarly, I would strongly recommend that the default total compensation of MEMBERS OF THE BOARD OF DIRECTORS also be capped at 200K unless a larger amount is specifically authorized by the shareholders.

The current level of executive pay, bonuses, and stock options and fringe benefits is nothing less than blatant and legalized looting.