From: MScozzafav@aol.com
Sent: Friday, May 10, 2002 8:29 AM
To: rule-comments@sec.gov
Cc: MScozzafav@aol.com
Subject: rules governing executive compensation

Thank you for a format for individual investors to ask questions and add 
comments.  If there were reasonable alternatives to investing in publicly 
traded companies I would consider it as would thousands of other individual 
investors.  My cynicism is noted in my questions below.

1.  Rules should be implemented where, when insider trading by executives is 
executed, the public should know it on the next trading day.  I cannot find a 
web site where insider information is not 30-60 days old.  It should be 
public information immediately since it can have an affect on the stock price 
and it shows as truly dedicated the senior managers are to the success of the 
company.

2.  When executives are compensated with deferred stock, restricted stock or 
stock options, and any other devious way they compensate themselves it should 
be reported as a business expense, shown in bold print in the financial 
section of the annual report, instead as being buried in the annual report 
where it's difficult to find. I find it repulsive that boards of directors 
are members of the "good old boys club" where one hand washes the other.

3.  When it comes to separation allowances, executives should play by the 
same rules as all other employees not special treatment as they now receive.  
What kind of a capitalistic system do we have when executives are rewarded 
even when they drive companies into bankruptcy shafting employees as well as 
investors.  My confidence in our system is shaky when I see the greed at the 
senior management level of our companies.  You at the SEC can put regulations 
in place which will show us, the investors, that you care about fairness and 
will put a lease on what is occurring at great companies at the present time 
with senior managers.

I will welcome a response to my concerns and can only hope you will implement 
changes with some teeth in them which will benefit the small investor as well 
as employees who are the true engine of success for a company.
Mike Scozzafava