From: xxxxxx
Sent: February , 2007
Subject: File No. S7-03-06

SEC Chairman Christopher Cox

Dear [ SEC Commissioners ],

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.

As a Christian I view the whole picture of excessive executive compensation as highly immoral! The excessive CEO compensation is increasingly distasteful as we see downsizing and outsourcing of American jobs by the very corporations rewarding thier CEO's for doing this very thing. Greed is the dominant factor behing all this, and it is destroying the American middle class whose labor has been behind the growth of these large, multinational corporations. Somehow it must be controlled or we will no longer be the strong national power that we are.

Patricia Jennings