From: Jack Baldwin LeClair
Sent: April 6, 2006
Subject: File No. S7-03-06

Dear Securities and Exchange Commission,

I teach regulatory law in a graduate program at a state univeristy. I understand the complexity of retirement and compensation plans. Yet, I have always found that complex language neither aids the executiion of a plan nor helps the recipient of the benefits to understand their provisions. 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.

Failure to make the much needed changes may result in greater congressional oversight or change in SEC structure. I urge you to act.


Jack Baldwin LeClair
240 Munsonhurst Rd
Franklin, New Jersey 07416