From: BUD CRYSTAL, BLP EMP/ CRYSTAL, GR [GRAEFC@bloomberg.net]
Sent: Sunday, June 08, 2003 2:15 PM
To: RULE-COMMENTS@SEC.GOV
Subject: Proxy Reform (s7-10-03)

As a columnist for Bloomberg News, a former professor at Berkeley and the person
 who is generally regarded as the country's leading expert on executive pay, I a
am writing to support enthusiastically a re-examination by the SEC of the rules
under which shareholders can have an effective voice in controlling their agents
, namely, company directors, who in turn control, at least in theory, their agen
ts, namely CEOs. It is abundantly clear from an examination of the way in which
CEOs are paid and the amounts they are paid that corporate governance in America
 is in a parlous state. Any reform by the SEC in this area can only help put sha
reholders back in control of the companies they own. Thank you for your consider
ation. Sincerely, Graef Crystal