From: william schultz [willkari@hotmail.com] Sent: Friday, July 26, 2002 10:05 PM To: rule-comments@SEC.gov Subject: Comments Re: File S7-21-02 I support the implementation of the following changes to the rules of corporate governance and compensation of executives of publicly held companies: Disclosure and Corporate Governance Reform: 1) Require the corporation's general counsel as well as the chief executive officer and chief financial officer to certify that all SEC disclosure documents are correct. 2) Require corporate officers and directors to provide 30 day public notice in advance of sale of stock or exercise of options. 3) Rescind all stock sales by officers and directors and recalculate executive compensation for the applicable period of any earnings restatement. 4) Require a corporation's board of directors to implement shareholder resolutions relating to corporate governance which are approved by a majority of shareholders. Executive Compensation Reform: 5) Require the compensation committee of the board of directors to retain independent outside counsel to negotiate executive employment agreements. 6) Prohibit all payments to corporate officers for costs, legal fees, and penalties related to violation of state or federal securities laws. 7) Prohibit corporate loans to corporate officers.