From: Nancy Browne
Sent: April 6, 2006
Subject: File No. S7-03-06

Dear Securities and Exchange Commission,

To the Securities and Exchange Commission: I urge you to act on your proposed rule to insist on executive compensation disclosure. I constantly read in the newspapers of shockingly high monetary compensation for highlighted companies, regardless of whether or not their businesses are doing well or about to go bankrupt. Without better, more broadly applied disclosure, shareholders, employees and the general public cannot evaluate whether executive pay packages are unjustly enriching executives at shareholder cost or providing fair compensation.

As I understand it, the newly proposed rules will make this crucial information more accessible to shareholders and the public. The new requirements to disclose total compensation figures, including pensions and detailed compensation breakdowns, will make clear exactly how much top executives are earning and why.

CEO pay, in my mind, should be set by independent directors. How many times the average worker's annual pay of $27,460 should, in all fairness, be compensation for a given CEO? Four times the amount? Six times? 10 times? 20? Today's newspaper informed me that Xcel, "my" public utilities company, paid the current chairman and president at total of $3,666,938 last year, with a salary of $810,000 and long term performance reward of $2,588,136. I think that's about 133 times avg worker pay. Does this make sense? And shouldn't shareholders be told if directors have potential conflicts of interest, no matter what the amount?

I also urge the SEC to require that companies disclose pay-for-performance data. In order for investors to understand how pay and performance match up, companies need to explain more clearly what level of performance is necessary for a particular level of pay. I urge the SEC to require companies to disclose both the performance criteria and the performance targets they use when setting executive pay.


Nancy Browne
1480 Applewood Ct @#121
St. Paul, Minnesota 55113