Pearl Meyer & Partners Issues Commentary on SEC's Proposed Rules on Executive Compensation and Related Party Disclosure

Business Wire, April 10, 2006

NEW YORK -- Pearl Meyer & Partners, one of the nation's leading compensation consulting firms, today issued its comments to the Security and Exchange Commission on the SEC's proposed rules on Executive Compensation and Related Party Disclosure. The feedback provided to the SEC was issued on behalf of the firm, with significant consideration given to concerns expressed by the firm's clients.

Among the key issues raised by Pearl Meyer & Partners:

--  Compensation Committee members should be required to be actively
    involved in the preparation of and sign the Compensation
    Discussion and Analysis (CD&A) section.
    --  Members of the Committee should sign off on the principles and
        practices utilized in creating pay packages as a way to
        reinforce the Committee's obligations and accountability to
        shareholders.
    --  Good governance calls for the Compensation Committee, rather
        than, or in addition to the Principal Executive Officer (i.e.,
        CEO) or Principal Financial Officer (i.e., CFO) to take
        responsibility for the elements of compensation discussed in
        the CD&A. In fact, including only the CEO and the CFO into the
        certification process could ultimately compromise the
        independence of the Compensation Committee.

--  The proposal to include narrative disclosure on the compensation
    of three other highly compensated employees could have severe and
    burdensome consequences on public companies.
    --  There is significant concern that additional disclosure will
        encourage "corporate voyeurism" and speculation as to the
        employees earning the newly disclosed sums.
    --  Additionally, such disclosure could capture salespeople,
        traders, etc., who are not corporate policy makers and whose
        compensation is not directly overseen by the Compensation
        Committee.

--  The proposed rules should be amended to provide for more
    consistent grouping of performance-based awards. As currently
    drafted, some awards must be reported at fair value upon grant,
    whereas very similar awards must be based on actual payouts at the
    time performance goals are satisfied. This requirement results in
    mixing and matching award values granted in different years, and
    will not result in consistent year-over-year reporting.

--  Because the assumptions and valuation methods underlying the FAS
    123(R) calculations do not represent a disclosure burden, these
    calculations should be included in the proxy, rather than simply
    cross-referenced to other filings.

The SEC proposed these new executive compensation guidelines in January 2006, and asked that all public comments be filed by today. The final guidelines are expected to be adopted later this year, and take effect for proxies filed in 2007. To view PM&P's complete comments to the SEC, as well as other information related to the SEC's proposal, please visit the website at http://www.pearlmeyer.com .

About Pearl Meyer & Partners

Founded in 1989, Pearl Meyer & Partners (PM&P) is recognized for its counsel to Board Compensation Committees and senior managements. The firm specializes in the evaluation, design, development and implementation of compensation programs for executives, employees and Boards, as well as issues related to corporate governance. Services also include customized marketplace surveys, organizational development and sales incentives, all supported by strong actuarial and benefits expertise. Pearl Meyer & Partners maintains offices in Atlanta, Boston, Charlotte, Chicago, Houston, Los Angeles and New York. For additional information, please visit http://www.pearlmeyer.com . Pearl Meyer & Partners is the compensation practice of Clark Consulting (NYSE:CLK)