From: Phyllis Gray
Sent: February 7, 2007
Subject: File No. S7-03-06

SEC Chairman Christopher Cox

Dear [ SEC Commissioners ],

Please keep it the United STATES of America, and not the United Corporations of America. I ask the Securities and Exchange Commission to act on its proposed rule making on executive compensation disclosure. CEO's are greedy, taking more and more regardless of how employees and shareholders are doing. 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. From what I understand they are each other's boards making decisions that will affect them down the line at least.( 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.

This is really important. America deserves better than just lining the CEO's pocket. We need laws/rules that truly protect the average citizen.

Phyllis Gray