Subject: File No. 4-497

February 28, 2005

Dear S.E.C.

Although the Sarbanes-Oxley legislation has tried to tighten the internal controls of publicly held companies and increase corporate transparency, there appears to be a loop hole in the current law that needs to be closed. I would like the S.E.C. to require all publicly held companies to bring to a shareholder (company owner) vote, the proposed directors' fees and any future increases in those fees. I do not set my own rate of pay and do not understand the logic that would allow the elected representatives of the company's owners the right to set their own rate of pay.

Hopefully someone at the S.E.C. has thought about this issue before and determined the logic of the current practice. I certainly cannot.

Eric G. Johnson