Subject: File No. S7-03-06
From: Alvin D DeDonis, Jr.
Affiliation: Accredited Investor, Retired Professor of Economics

September 20, 2006

The proposed rule is silly. We will get the information we need through these new regulations, which go a long way to lay bare an incredible amount of detail about a company's top executives how much they make, how much they will make, how much they've saved, etc., etc.

The real key question is how are they doing their jobs, and what can we see that will help them perform better

Adding some extraneous information about some other people elsewhere in the corporate hierarchy may only satisfy the lurid curiousity of onlookers, perhaps convinced that they could also do that job, and that they deserve that kind of money too-- In my opinion, mostly sour grapes, and I ask, humbly, but as someone with two Masters Degrees what does this disclosure add for stockholders at large? We don't care We care about PERFORMANCE. We can presume there are others are making large amounts of money (megabucks in your lingo. If the company isn't performing, we can speak out (and believe me, a fair amount of companies have heard from me over the years).

I think the SEC is trying to be all things to all people--an interesting but difficult task --Please consider that many investors in America today are losing sight of the fact that as we quibble over whether some executive received a nice dinner at the Golf course, we are losing out competitively to the Chinese, Koreans and Indians, who simply aren't concerned with such nonsense. Let's not be another Nero, who fiddled while Rome burned in this case by wasting a lot of time on silly regulations not in the best interest of corporate competitiveness.

Also, we have a lot of Socially Responsible Investors, who want companies to be responsible--a good thing--while at the same time beating them over the head if they are not #1 in their industry, and pulling their money out if the ROI is less there than at the competition. What is that all about? You need not answer this, as I have no answer for these people.

Let's just see how the existing new Executive Compensation Disclosure rule plays out before we go about expanding further the disclosure further to satisfy the whims of a few, while doing nothing to advance the US Capital Markets and investment in US companies. After all, if we lose sight of that fact, we'll all be speaking Chinese in 35 years, or, worse yet, become like the French now are--not even a shadow of respectability. Let's not even GO there.

Drop the proposal as improvident, and move on to more productive things. Thank you for your time and interest.