From: PasNicenewyorker@aol.com
Sent: Friday, June 06, 2003 4:17 PM
To: rule-comments@sec.gov
Subject: Petition for Rulemaking (SEC File No. 4-461)

I want to express my support and encourage the passing of SEC File No. 4-461.  
It is appalling to see the kind of greed and collusion that has been going on 
all these years with no action taken by the SEC to protect the shareholders as 
well as employees who have had to stand by helplessly as the Boards of Directors 
and CEO's use our investments as their piggy bank with no real accountability.  
They just use smoke & mirrors to give the impression that the shareholders have 
some control as to elections and ousting of incompetent or clueless (Ken Lay) 
CEO's when in fact they have none!  These parasites continue to earn millions of 
dollars during and after their tenure and no matter what their performace when 
they do leave they're given a Golden Parachute as well!!

Hand picked (by the CEO) Boards of Directors cannot be relied upon to take action 
on behalf of shareholders.  Rather they look after each other's backs with so 
they can continue to milk the corporations of unlimited compensation.  It is 
mind-boggling that CEO's receive thousands of times in earnings of the average 
employee whether or not the CEO has performed.  Additionally, the compensation 
they award themselves is despicable.  The more they make the greedier and sleezier 
they become.  It's a Win/Win situation as far as they are concerned.   

These Boards consist of CEO's who already acquire riches from their own corporations 
and then become members of the Board of Directors of not just one but several 
corporations receiving mind-boggling salaries and additional compensation.   All 
looking out for each other.

It is time we level the playing field.  They either perform for their companies or 
they suffer the consequences (without Golden Parachutes and millions of dollars in 
pensions and severence).  The CEO should not be part of the Board of Directors but 
rather report to them giving presentations and rationales for decisions, leaving the 
Board of Directors to determine if he is acting in the best interest of the Corporation/shareholders/employees.  There also should be full disclosure as to how 
each Board Member is voting on major decisions regarding a corporation.  Otherwise 
it is just a guessing game as to who is effective on the Board.

I hope you implement this recommendation.  Thank you.

Joanne Passero