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It's not the principle of the thing, it's the money.

Though Dick Grasso's critics may profess righteous indignation about conflicts of interest and weak corporate governance, it's really another crime for which they ultimately brought down the

New York Stock Exchange

chairman: achieving wealth.

Judging from the poison-pen letters that piled up on Grasso's desk before his Wednesday evening resignation, the NYSE chief might have been able to linger for years at his post -- a job he plausibly would do at the salary of an order clerk -- had he smoothed out his retirement payments or cut a few million from his salary.

Ostensibly, Grasso's salary raises troubling questions, as the parlance goes, about the conflict of interest inherent in his post. As NYSE chairman, he's both a regulator of the NYSE and a booster of the exchange. So one part of his job is ensuring fairness: making sure that neither investors nor listed companies get a raw deal when stocks are traded. The other part of his job is to ensure that exchange members make a good living from the trading of stocks -- a goal embodied by an NYSE compensation package based partly on the number of companies the NYSE could poach from the rival Nasdaq.

But what appears to be bubbling up is outrage that Grasso made this money when investors weren't -- outrage that isn't mollified by pointing out that, when everyone else appeared to be making incredible sums of money during the Great Bull Market, Grasso wasn't.

Grasso's pay package "sends the wrong signal at this critical time when public- and private-sector leaders must be steadfast in their commitment to restoring the credibility of our financial markets," a trio of California regulators wrote Tuesday.

As the anti-Grasso argument goes, once you get paid $139.5 million or more, you can't possibly be an effective regulator. As New York State comptroller Alan Hevesi put it in a statement Tuesday, "When an official is paid an extraordinary amount of money by those he is supposed to regulate, there is an obvious conflict of interest."

But why wouldn't conflict of interest be a problem no matter what the salary? To use an example from U.S. government history, no one ever got rich running the old Atomic Energy Commission, but the AEC's dual role of regulating nuclear plants and promoting nuclear energy caused no end of problems.

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As for corporate governance issues, the argument is that Grasso's high salary in and of itself proves there's something wrong with the NYSE's stewardship. "It may be different on Wall Street," said North Carolina treasurer Richard Moore in a Tuesday statement, "but on Main Street America people are tired of the cliquish, back-scratching environment that leads to deals like Grasso's."

Outrageous compensation packages like Grasso's, says Moore, erode the confidence that the treasurer says he and others are trying to restore in the financial markets.

But is Grasso the criminal here? Judging from the board minutes and the reporting on the subject so far, the problem wasn't Grasso so much as the disengaged board than never bothered to add up the numbers in the pay packages to which it was agreeing. There have been no allegations that at the NYSE -- unlike, say, the allegations of mismanagement at NYSE-listed

Tyco International

(TYC)

-- that top executives lined their own pockets with multimillion-dollar bonuses never known about, or approved of, by the company's board.

Over the past decade, many people on Wall Street have sinned by paying too much money or being paid too much; Grasso, through the poor timing of a $139.5 million payment whose legality no one disputes, has been designated the scapegoat for the whole community's sins.

Ironically enough, given the uproar over Grasso's salary, one suspects that Grasso isn't even that interested in the cash. Earlier this month, for example, as knowledge of the $139.5 million payment became public, Grasso forwent an additional $48 million he was due, with only the mildest of struggles. Given that even Bill Gates doesn't hand out money that quickly, one wonders why a guy who arrived at this kind of wealth only recently would give away such a big slice of it just like that.

The answer, perhaps, is that, like so many executives, he wants his job more than he wants the money. And what's not to like? Grasso is top banana at the place he started working at more than three decades ago. By virtue of his post, he gets to move and shake with major players in the corporate world and government leaders from around the globe, not just from inside the Beltway. He has the opportunity of doing good works for a variety of charities that are important to him. He even gets to pose for pictures with celebrities who drop by, from heroic policemen and firemen to Mr. Potato Head.

Thus, for Grasso, it's conceivably not the money, but the principle of the thing. It's too bad for him that not everyone saw it that way.