Comment on FR Doc # N/A

Dear Sir or Madam, In follow up on my comments regarding the treatment of discounted stock options as non-qualified deferred compensation under section 409A rules, I would recommend a more fair approach to the claculations of taxes and penalties: Only the amount of the actual discount should be treated as non-qualified deferred compensation subject to section 409A rules, the remainder of the profit from exercising discounted option should be treated as normal income. It would make sense that the taxes and penalties should only be paid upon exercise of the discounted options. Example: 1200 options with a disounted price of $17.37 (vs the market price at the date of the grant of $18) Upon exercising these options and selling the stock at $20: I would declare 1200x$0.63= $756 as non-qualified deferred compensation and pay the resulting taxes and penalties, but the remainder 1200x$2 = $2400 would be taxed as standard income, as if these options were granted at the correct price of $18. This seems a pretty fair solution to me, which would penalize erroneously backdated stock options without requiring recipients to pay taxes on never received income or pay more in penalties than the actual discount received. Thank you for your consideration of this proposal, J.L. de Jong