Subject: Comments for File Number S7-12-11

May 19, 2011

Most Americans are struggling through a frightening economy while the banks, Wall Street and corporations flourish. We bailed them out when they didn't deserve it, now we need to be bailed out. The banks, Wall Street and corporations are financially secure and drowning in cash which could easily be used to invest in Americans. They choose not to, we need help or the American way of life will disappear.
Iím writing because my family and I were affected by the economic collapse of 2008, and we donít want it to happen again.

Wall Street greed and outrageous pay practices were a major cause of the collapse. One way to change the incentives so they donít collapse our economy again would be for regulators to use a *safety index* for incentive compensation, instead of a profit index.

Currently, most bankers receive stock options. So if they can generate more profits, the stock price goes up, and their options become more valuable.

Instead, what if they used the bankís bond price, which measures the overall ability of the bank to repay its own debt? Another measure of bank stability is the spread on credit default swaps (the insurance-like policies that are essentially bets, where one gambler bets with another that a particular firm will fail). The closer a bank comes to failing (such as in failing to pay of its bond debt), the bigger the spread on credit default swaps.

Thank you for considering my comment,

Mark Watkins