Subject: File No. S7-03-06
From: Lawrence V Corsaro, B.S., J.D.
Affiliation: Retired CFO, VP-Finance

April 10, 2006

CEO pay, present, future, deferred and contractual terms in their entirety, should be fully disclosed and/or available for review by shareholders and potential investors. Additionally, compensation committees should be required to disclose their rationale for the pay packages of the CEO and top five execs. The SEC should also promote the creation by academia, Wall Street and other finance orgs. guidelines and or formulations for CEO and exec pay and comp committes should be required to explain the rationale for deviations from the guidelines. If we can value the worth of complex, multinational companies with tangible and intangible assets and varying business models we certainly can creaye valid guidelines for exec pay.

On another note, much of the financial chichanary and fraud could be reduced by having the CFO and other financial personal report to an independant audit committee and NOT to the CEO. Their compensation and bonuses should be dependant on the consistency and accuracy of maintaining the accounting/financial records and following approved audit committee accounting policies and procedures. Any accounting policy changes would have to be approved by the audit committee. Independant auditors would also work through the audit committee and report on the finance departments compliance with audit committee policies.