Subject: File No. S7-33-10
From: Richard M Layne

December 17, 2010

I write to oppose this proposed rule.

This appears to be a misguided attempt to limit whistleblowers ability to obtain competent counsel.

Attorneys are already prohibited from charging an excessive fee and are regulated by their state bar association which has the expertise to administer this rule.

A better solution would be to award a reasonable attorney fee to whistleblowers in addition to the compensation awarded to them. That would encourage whistleblowers to retain counsel to help them protect themselves from retaliation when they report misconduct.

If attorney fees were awarded by rule then there would be a basis for the SEC to decide what was a reasonable fee to award. As there is no such provision, this rule seems very one sided in favor of the financial industry.