From: Paul Perritt [mailto:paulperritt@earthlink.net]
Sent: Wednesday, June 11, 2003 5:01 PM
To: rule-comments@sec.gov
Subject: File #S7-10-03

     
More than one nomination for each B/D vacancy or nomination of candidates by 
shareholders would assist in weakening the control of dominant CEOs over 
compliant B/D and assist in improving corporate governance.  It is imperative 
that Boards of Directors begin to better understand their duties and 
responsibilities  that they are there to represent shareholders vice the CEO 
with his overstuffed compensation package.
     
Corporate governance is in dire need of improvement. That is not likely to 
happen until Boards are elected who will recognize their primary duty is a 
fiduciary responsibility to the shareholders; not beholden to the CEO for 
having been nominated to the Board.
     
This strengthening of corporate governance should be an overriding priority 
of the SEC.  The annual ripoff by CEOs with their seven figure salaries, 
their seven figure annual bonus, their annual options allotments often in 
the eight figure range and with often meaningless goals (targets) and with 
reimbursement of just about any expense that can be imagined including 
U. S. INDIVIDUAL TAXES must be controlled.
     
    Yours sincerely,
     
    PAUL PERRITT
    Shareholder & Taxpayer