From: Peggy Cypher
Sent: April 17, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

I am writing to urge the Securities and Exchange Commission to act on its proposed rule making on executive compensation disclosure. Too often executives are richly rewarded even when their companies' performance is below par. Without better disclosure, shareholders, employees and the general public cannot evaluate whether executive pay packages are unjustly enriching executives at shareholder cost or providing fair compensation.

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

I believe that CEO pay should be set by independent directors.

Under the proposed rule, a director could secretly do $120,000 in business with a company, an amount that is more than four times the average worker's annual pay of $27,460. Shareholders should 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.

The above is a 'pat' messsage but my message is

I am tired of trying to put food on the table, pay for medicines and the hugh increase in gas prices while some GREEDY CEO takes more money that his family can spend in the next 100 years. I am told the reason for that health care costs keep going up is because of new construction and salaries??? Is this other CEO's gouging their customers? AND how can we be told the economy is so good when our paychecks keep getting smaller.

One more thing, this may not be the place, but I want to complain about jobs leaving this country. You have large corporations declaring backruptcy because their products are not be bought. How can they expect to send jobs out of the county and still have people buy their products? People that don't have jobs can't afford to buy or fix their cars or take flights. Maybe the greedy executives should think of that before they lay of 1000's of Americans only to give it to another county.


Peggy Cypher
500 Monroe Ave
Renton, Washington 98056