April 6, 2005

Securities and Exchange Commission

Dear Securities and Exchange Commission,

I am writing to support the Securities and Exchange Commission's proposed rule making on executive compensation disclosure.

Without better disclosure, we as shareholders, cannot evaluate the proposals on which we are asked to vote.

The newly proposed rules will make this crucial information more accessible to shareholders and the public and make our shareholder votes a meaningful exercise.

I also urge the SEC to require companies to disclose both the performance criteria and the performance targets they use when setting executive pay.

Shareholders should be told, too, if directors have potential conflicts of interest, no matter what the amount.

Transparency is critical to discourage the abuses that have come to light in recent years and that unfortunately taint the corporate community.


Norma Kacen
2500 Clarendon Blvd. #826
Arlington, Virginia 22201