From: Tom Downes [tdownes@CNEDIRECT.com]
Sent: Thursday, June 12, 2003 10:53 AM
To: rule-comments@sec.gov
Subject: Petition for Rulemaking (SEC File No. 4-461)

Hi I am a stockholder of many different stocks and have also been laid
off from 2 high tech companies in the past 6 months; Clare corp. and
Analog Devices Inc.

It always amazes me that top officers of all companies seem to get
rewarded whether they do a good job of running a company and increasing
the stock price or if they run the company in the ground and ruin the
stock price.  The Boston Globe did an article on CEO's in
Massachussetts, one of them being Jerry Fishman of ADI.  Under his
leadership the past two years the stock went from 80 to 20, yet he was
compensated close to $50 million.  While he was counting his millions,
the company was laying off a third of the workforce and cutting
salaries.

It seems to me that the country club that all CEO's reside is overseen
by Directors that are usually run by the CEO who doubles as Board
Chairman and others that are their buddies who mostly are there to
rubber stamp CEO decisions, giving the illusion of overseeing
operations, when in fact most only show up once a year.

I watched the former CEO of CPClare turn the company from 24 to a $3.25
stock, depleting most of the cash from the coffers while the Board of
Directors were sleeping.  It was not until the damage was done that a
new Chairman of the Board was brought in did things change, albeit too
late.  The company was sold to IXYS and the former CEO was given a
sweetheart deal of revaluing his stock options that were at $6 and
higher down to 50 cents!!  Instead of being booted out the door for poor
leadership he was given a $600,000 parting handshake, while %50 of the
workforce was being kicked out the door.

It seems to me that Board of Director's are almost always biased in
favor of the current executives.  If the stockholders had more say in
the matter, I believe they would be more independent.  However, since
much money is at stake for all the executives and directors, I am very
skeptical that anything will change, since those in power tend to remain
in power.