Subject: File No. S7-03-06
From: Louis W Hennings, III

February 17, 2006

The proposed rules will improve the true picture of executive compensation in publicly held corporations.

Total compensation can be presented in simple, understandable terms. "USA Today" periodically reports compensation of "Fortune" 500 CEOs. The annual compensation of the CEO of SBC was valued at 155 million dollars in 2002 by "USA Today", at a time when SBC lobbyists were saying the company could not afford to pay a tax bill of 80 million dollars. This eye-opening information should be readily available to the public from company filings, and should include stock options and deferred compensation.

The CEO of Valero was recently reported by a San Antonio radio station to have received a 55 million dollar bonus. This type of action by a Board of Directors not only should be readily disclosed, but it also deserves a full and public explanation of its justification.

At the very least, the threshold for disclosing company perks should be reduced from 50,000 dollars to 10,000 dollars. The Chairman of CityCorp is renowned for his use of company jets and helicopters for family outings and vacations, and for dining with staff and friends at the most expensive restaurants on the company tab. Stock holders, bond holders, vendors, customers, and employees should be able to find out if the CEO is lavishing company funds on himself.

Disclosure of top executives retirement benefits is also important. "Fortune" reported that the CEO of ATT will receive 5 million dollars annually for the rest of his life. We should not have to rely on investigative reporters to find such tidbits of important information.

Companies should be required to report total compensation and reimbursement of non-executive directors. Spending on lavish entertainment of directors at board meetings at five-star resorts should be disclosed as it may affect the independence of directors.

No weight should be given to the comments of compensation consultants on the proposed reforms. Rather, efforts should be made to find ways to make compensation consultants independent and objective.

CEOs in some cases spend so much of their time and energy on matters related to their own compensation that they neglect the business and the future of their companies. Your efforts to reform the reporting process are very important to the future of the public corporation model that has been so important to the success of our great nation.