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e and small firms, respectively). 3. The largest CEO performance incentives e from ownership of their firms39。s wealth due to his cash pensation—defined as his total pensation plus the discounted present value of the change in his salary and bonus—changes by about 30¢ per $1,000 change in shareholder wealth. In addition, the value of the CEO39。s and next year39。 CEOs may be unimportant inputs in the production process, for example, or their actions may be easily monitored and evaluated by corporate boards. We offer an additional hypothesis relating to the role of political forces in the contracting process that implicitly regulate executive pensation by constraining the type of contracts that can be written between management and shareholders. These political forces, 44 operating both in the political sector and within anizations, appear to be important but are difficult to document because they operate in informal and indirect ways. Public disapproval of high rewards seems to have truncated the upper tail of the earnings distribution of corporate executives. Equilibrium in the managerial labor market then prohibits large penalties for poor performance and as a result the dependence of pay on performance is decreased. Our findings that the payperformance relation, the raw variability of pay changes, and inflationadjusted pay levels have declined substantially since the 1930s are consistent with such implicit regulation. We define the payperformance sensitivity, b, as the dollar change in the CEO’s wealth associated with a dollar change in the wealth of shareholders. We interpret higher b’s as indicating a closer alignment of interests between the CEO and his shareholders. Suppose, for example, that a CEO is considering a nonproductive but costly “pet project” that he values at $100,000 but that will diminish the value of his firm’s equity by $10million. The CEO will avoid this project if his payperformance sensitivity exceeds b=.01(through some bination of incentive pensation, options, stock ownership, or probability of being fired for poor stock price performance) but will adopt the project if b .01. The payperformance sensitivity is estimated by following all 2,213 CEOs listed in the Executive Compensation Surveys published in Forbes from 1974 to 1986. These surveys include executives serving in 1,295 corporations, for a total of 10,400 CEOyears of data. We match these pensation data to fiscal year corporate performance data obtained from the data files of the Comp stat and the Center for Research in Security Prices (CRSP). After observations with missing data are eliminated, the final sample contains 7,750 yearly “first differences” in pensation and includes 1,688 executives from 1,049 corporations. Fiscal year stock returns are unavailable for 219 of the 7,750observations。 our upperbound estimate of the total change i