From: Gerard Grimm
Sent: April 20, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

The more I read and see CEO'S Reaping Thier Own Profits,Bailing Out on Stock Inside-Information and "WORST" of all Stealing Workering Class Peoples Pensions,The More I Realize the Wide "Class" Divisoin in this Country. The "Ruling" Class(yes "Ruling" Class) has NO Consequences for thier crimes,BUT catch an Out-Of-Work Worker Stealing a Loaf of Bread for His Family,WELL it's JAIL TIME!!!! The Working Class has become more Comfortable since the end of World War 2, and haven't been paying attention to what' going on around them.If it were up to Me I'd Call for a "General Strike" on a Wensday Shut the Country done for the Day and see The CEO"s Vibrate in Fear. ,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.


Gerard Grimm
6808 North west 28th. Street
Margate, Florida 33063-5506