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U.S. Securities and Exchange Commission

The following Letter Type A, or variations thereof, was submitted by individuals or entities for S7-14-95.

Letter Type A:

SEC Chairman

Dear SEC Chairman,

I am writing as an investor who is concerned about the disclosure of executive compensation in proxy statements.

Excessive CEO pay takes dollars out of the pockets of shareholders, including the retirement savings of America's working families. A poorly designed executive compensation package can reward decisions that are not in the long-term interests of a company, its shareholders and employees.

You recognized the scope of this problem when you said "It's very tough to get your hands around what the whole compensation package is," and that "we're going to change what must be reported and the form in which it is reported so you don't have to be Sherlock Holmes or a CPA to see what the payments are." I appreciate your concern, and I urge you to address this problem as soon as practicable.

I urge the SEC to update and improve the executive compensation disclosure rules. Too many corporate boards appear eager to award outrageous pay and benefits to corporate executives.

Unfortunately, these same boards seem reluctant to provide shareholders with informative disclosure of all forms of executive compensation. I believe changes in executive compensation disclosure would benefit investors and the public.

Current disclosure requirements are inadequate and do not provide shareholders with the information necessary to accurately assess executive compensation packages. According to the Council of Institutional Investors, the "compensation committee should disclose all information necessary for shareowners to understand how much executives are paid and how such pay fits within the overall pay structure of the company."

The SEC should provide investors with greater transparency by requiring companies to disclose a "Grand Total" compensation figure. This total should reflect a dollar value estimate of every form of compensation granted to an executive over the past year. The value of long-term compensation should be estimated to provide shareholders with a better understanding of the compensation decisions made during the year in question.

In addition, the SEC should require better disclosure of the individual components of executives' total compensation packages. An actuarial present value estimate of increases in executive retirement benefits should be disclosed. A dollar value estimate also should be provided for all equity compensation awards in the year they are granted. The full market value of all executive perks and fringe benefits also should be disclosed.



Modified: 04/12/2005