In the 1990s, corporate executives were allowed to siphon off so much shareholder wealth for so long that it seems some of them still cannot see why shareholders -- the true owners -- are finally taking issue with their grasping ways.

Times have changed. But some executives are still in "me-first" mode. Consider what officials at TIAA-CREF, the big public pension fund, found when they approached around 50 companies about reforming their pay practices.

Using the threat of requiring a shareholder vote on pay structures, TIAA-CREF received commitments from most of them to move to a method that aligns executive compensation with shareholders' interests.

But managers at two holdouts, SBC Communications and Siebel Systems, decided to fight to keep their heads-I-win, tails-you-lose option packages available. Both appealed to the Securities and Exchange Commission to prevent the pension fund's resolution from appearing on their proxy ballots and being voted on by shareholders. Both lost the appeals, and shareholders now have a say in curbing option grants.

TIAA-CREF's proposal was modest. All it asked was that top executives receive options only if their companies clear certain performance hurdles -- and that when executives exercise options, they hold most of the shares for some substantial period. That way, executives would face some downside risk similar to that faced by shareholders.

"The concerns we had here are large option grants being given on a basis that does not provide alignment with shareholders," said Peter Clapman, chief counsel for corporate governance at TIAA-CREF.

For example, the pension fund noted that SBC's chairman, Edward Whitacre Jr., received options in 2001 with an estimated value of $43.7 million. The fund also questioned the independence of the company's compensation committee.

San Antonio-based SBC, advising shareholders to reject the proposal, said it would make the company "noncompetitive in keeping and attracting" talented managers.

In 2002, Whitacre received a salary of $2.1 million, a $4 million bonus and $523,345 in other compensation. He received 1.4 million options with exercise prices from $33 to $37 that expire in 2012. SBC shares closed Thursday at $20.60.

Such compensation might be justified if Whitacre was closing in on a cure for cancer. But he runs a telephone company. Shareholders vote on the TIAA-CREF proposal on Friday.

Yelping over TIAA-CREF's proposal was even louder at Siebel, a maker of customer-service software. On Wednesday, the SEC said its proxy ballot must include the resolution, even though Siebel argued that it was based on false and misleading statements. The company is famous for its outsized option grants. For the three years that ended with 2001, Thomas Siebel, its founder and CEO, realized option gains of $311 million.

Nitsa Zuppas, a spokeswoman for Siebel, said: "We petitioned the SEC because we felt that certain aspects of TIAA-CREF's proposal were inaccurate. We remain committed to ensuring that any shareholder proposals are accurate and address matters that are appropriate for shareholder action."

She did not say whether the company would advise shareholders to reject the proposal. Siebel's salary last year was $1, with no bonus or options.

In January, when Siebel turned in 26 million options he had received since 1998, it seemed as if he had gotten religion on the dilutive effect of option grants. Although most of those options had exercise prices above current market value, it was still a pro-investor gesture. But where Siebel's future options are concerned, it may well be back to business as usual.

And people wonder why Siebel's stock is stuck at $8.48.