From: Mike and Julie Burgwin
Sent: June 19, 2006
To: rule-comments@sec.gov
Subject: File No. S7-03-06

Securities and Exchange Commission

Dear Securities and Exchange Commission,

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.

Sincerely,

MIKE & JULIE BURGWIN
3987 COOK FARM RD
JAMESVILLE, New York 13078-8544