From: Kevin Steel
Sent: April 24, 2006
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

A recent rise in gasoline barrel prices and gasoline CEO's reaping massive profits has gained notice in the media of gross CEO compensation. What has not been in the news is the top hat plans that permit CEO's to deposit funds over the IRS limit without penalty and favorable over the markets rates of return on retirement NCRP's and SERP's. This strips and undermines laborers and workers in accounting, sales, Information services, and service department employees compensation and retirement benefits. Congress needs to address the unfair compensation to CEO's who use these tactics and the SEC who also allows it to go unreported.

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.


Kevin Steel
186 Lake St
Lancaster, Ohio 43130