Subject: Comments for File Number S7-12-11

May 19, 2011

I’m writing because my family and I were affected by the economic collapse of 2008, and we don’t want it to happen again.

One way to change the incentives so Wall Street doesn’t collapse our economy again would be for regulators to set up a way for shareholders to grab back ill-gotten gains.

If it turns out that the profits in a given year were built on shoddy practices that become clear in the out-years, those bonus payments should be forfeited.

I was a shareholder in National City Corporation, a holding company for a major American bank that was founded in 1845. Within the span of 18 months, the stock went from almost $40.00 per share to less than $3 when it was dumped in a "fire sale" to PNC Bank in Pittsburgh. I attended the last shareholder's meeting, in which the Board of Directors sat with its collective back to the audience. The CEO, Peter Raskind, gave obviously rehearsed answers to questions from the audience. Thousands of small shareholders got screwed, while bank executives took home six figure salaries and seven figure "golden parachutes". By the way, National City was one of the country's biggest subprime lenders. To date, not one of the executives nor any of the Board members have been held accountable. This simply has to stop. We are experiencing the destruction of the middle class, as those in power enrich themselves with absurd salaries that in no way correlate to the value they bring and lay off people at the bottom

Thank you for considering my comment,

John Clough