Subject: File No. S7-31-10
From: Brian Vaio

December 14, 2010

I appreciate the SEC listening to feedback from the public on its various regulatory proposals.

While I applaud the SEC in attempting to rejuvenate the economy following the downturn and taking preventative measures against a similar occurrence, a hard-line stance against executive compensation is not the answer. Setting wages, including those of a corporation's top executives, should be determined by the company based on market forces. While some abuse this, it is a necessary part of economic freedom to be able to make such decisions internally. It is important for corporations to be able to attract top talent, that will maximize shareholder value, through financial incentives.

An investment of a company's shares should show informed confidence in its business practices including such issues as compensation. Investors should express their dissent by selling shares or not investing in the first place if they do not agree with a corporation's current compensatory policies and actions.