There's a difference between a CEO that's paid well and one that's raking in loot he clearly doesn't deserve. The former may invoke a bit of ire in this economic climate, but when cooler heads prevail, the cash laid out is usually but a rounding error on the increases in market cap he's driven. An overpaid CEO, on the other hand ... well, it's a bit harder to justify the inflated package.

Kerri Chyka over at CNN Money reports that the Corporate Library sifted through the bloated and legit packages out there to let us know which top dogs are rolling in dough that should probably be left in the company coffers.

1. Michael Jeffries, Abercrombie & Fitch (NYSE: ANF)
Last year, Michael Jeffries made $71.8 million in total, with a base salary of $1.5 million, according to corporate governance research firm, the Corporate Library. It even included a $6 million retention bonus ... because you want to hang on to a guy who the research firm calls one of the five "Highest Paid Worst Performers" of 2008. If that stings, Jeffries can hop on the Abercrombie corporate jet instead of running away. He's paid better than 75% of rival CEOs, while the share price generally underperformed them.

2. James W. Stewart, BJ Services Company (NYSE: BJS)
James Stewart had a good year in 2008, as it outperformed most of its peers, and he nailed a $34.6 million package. In all fairness, $30 million came from the value realized on stock options. The four years that preceded Stewart's strong performance, on the other hand, were lackluster. The future, it seems, is immaterial, as Baker Hughes picked up BJ Services last month, and Stewart will probably be out the door at the end of the year, when the deal closes.

Owens Corning (NYSE: OC) a building materials systems and composite solutions company, is expected to report Q1 EPS on April 30. OC May call option implied volatility is at 87, puts are at 97; above its 26-week average of 79, according to Track Data, suggesting larger price movement.

International Paper (NYSE: IP) closed at $8.80. IP is expected to report Q1 EPS in late April. IP May option implied volatility of 111 is above its 26-week average of 83, according to Track Data, suggesting large share price movement.

Option Update is provided by Stock Specialist Paul Foster of theflyonthewall.com

International Paper (NYSE: IP), the largest paper products firm in the world, has not been immune to the global economic crisis.

As businesses continue to forecast retraction or slow growth at best, the demand for the products manufactured and distributed by International Paper is experiencing a sharp decline as well.

Despite the difficulty in the economy, the company is holding its leading position as producer of uncoated paper, industrial and commercial packaging, and pulp. It also distributes printing and specialty packaging to the graphic arts industry through its subsidiary, Xpedx.

Recent moves by International Paper appear to have been designed to reduce the impact of the recessionary environment on company earnings. The company has slimmed down significantly, selling its specialty chemical operations, disposing of the majority of its lumber and wood products businesses, and selling most of its 6.3 million acres of forestland, while retaining much of its substantial holdings of Brazilian forestland.

With more than $9.6 billion in long-term debt on its balance sheet, International Paper remains a highly leveraged company. Its long-term debt-to-equity ratio is 1.28 compared with the industry average of 0.82. Its total debt-to-equity ratio is 1.36.

MOST NOTEWORTHY: International Paper, Dynavax Tech and Telecom Italia were today's noteworthy downgrades:

• JP Morgan downgraded International Paper (NYSE: IP) to Neutral from Overweight and said its purchase of Weyerhaeuser's (NYSE: WY) containerboard business will shift the company's focus back to North America and result in a less attractive product mix given increased OCC exposure.
  
• Merriman downgraded shares of Dynavax Tech (NASDAQ: DVAX) to Neutral from Buy after the company's hepatitis B vaccine was placed on clinical hold.
  
• Merrill cut Telecom Italia (NYSE: TI) to Neutral from buy as they expect stronger competition and regulatory measures to cut prices.

OTHER DOWNGRADES:

• Bear Stearns (NYSE: BSC) was downgraded to Neutral from Accumulate at Buckingham.
  
• ViewPoint Financial (NASDAQ: VPFG) was lowered to Market Perform from Outperform at Keefe Bruyette.
  
• Bear downgraded Siemens (NYSE: SI) to Peer Perform from Outperform.

TheStreet.com's Jim Cramer says the Weyerhaeuser and Bristol-Myers stories slipped under the radar yesterday.

Did anyone even see that Weyerhaeuser (NYSE: WY) (Cramer's Take) made this great trade with International Paper (NYSE: IP) (Cramer's Take), getting out of the commodity container board business and pulling in $6 billion to reduce debt? To me, anytime you get out of a commodity business you lift your multiple, even if the rest is constrained by the housing-related lumber business.

Or how about the story that Bristol-Myers (NYSE: BMY) (Cramer's Take) might sell its baby-food business for a big chunk of change, another $6 billion.

Hmm, $12 billion in shuffles, both good for the shufflers, and no one really cares.

That's the problem with the endless focus on the financials, something I know I am falling prey to, too. Because of the focus, for example, I also missed that Caterpillar (NYSE: CAT) (Cramer's Take) traded back to $68 and change after trading up to $75, a terrific opportunity.

An International Paper (NYSE: IP) press release announced today that the company is intending to purchase the Containerboard, Packaging and Recycling (CBPR) businesses of Weyerhaeuser (NYSE:WY)for $6 billion in cash. The deal is expected to close in Q3 2008, subject to regulatory approval and financing.

Due to the realization of tax benefits based upon International Papers purchase of Weyerhaeuser assets rather than stock, IP shall realize tax benefits in the amount of approximately $1.4 billion, making the actual purchase price closer to $4.6 billion.

International Paper Chairman and Chief Executive Officer John Faraci is quoted in the press release as stating: "This deal represents a compelling opportunity for International Paper and our share owners at a very attractive valuation... integrating Weyerhaeuser's CBPR business into our North American packaging platform fits very well with our strategy to improve our earnings, cash flow and returns by strengthening existing businesses. We expect the combined packaging business will generate stronger cash flow and higher EBITDA margins than either standalone business."

Even though International Paper sees considerable upside potential in this acquisition, as of this writing, shares of International Paper have lost nearly 8.5 percent on the day. This may signal a good near term opportunity to buy into company shares when considering that the company indicates this deal holds income increase potential of as much as $400 million annually. The company sees this acquisition improving profitability over a three year period of assimilation, with approximately 40% of that improvement to be realized within the first 12 months of closing the deal.

MOST NOTEWORTHY: International Paper, Autodesk, Oracle and Vistaprint were today's noteworthy upgrades:

• Citigroup upgraded shares of International Paper (NYSE: IP) to Buy from Hold on valuation and their belief that recent declines in the dollar will support pulp, paper and paperboard prices going forward.
  
• Autodesk (NASDAQ: ADSK) was upgraded to Buy from Hold at Jefferies after their proprietary survey yielded positive data points going into Q3. They also raised their estimates due to currency. Broadpoint raised its rating on Oracle to Buy from Neutral on valuation following the recent underperformance.
  
• Oracle (NASDAQ: ORCL) was also upgraded to Sector Outperformer from Sector Performer at CIBC, as they believe the company's growing product portfolio, improving margins and successful acquisition strategy should continue to drive double-digit EPS gains.
  
• William Blair added Vistaprint (NASDAQ: VPRT) to its Current Better Values List. The firm believes the company has a large market opportunity and expects its business momentum to continue. They view the recent weakness as a buying opportunity.

OTHER UPGRADES:

• Merrill Lynch upgraded Alcatel-Lucent (NYSE: ALU) to Neutral from Sell.
  
• UBS upgraded Eagle Bulk Shipping (NASDAQ: EGLE) to Buy from Neutral.
  
• Affiliated Managers Group (NYSE: AMG) was upgraded to Outperform from Market Perform at Wachovia.
  
• Banc of America upgraded Andersons (NASDAQ: ANDE) to Buy from Neutral.

MOST NOTEWORTHY: SanDisk Corp (SNDK), Nationwide Financial Services (NFS), Unica Corp (UNCA), International Paper Co (IP) and the Apartment REIT sector topped the day's noteworthy downgrades:

• CIBC cut SanDisk Corp (NASDAQ: SNDK) to Sector Performer from Outperformer on valuation.

• Nationwide Financial (NYSE: NFS) was downgraded to Underweight from Equal-Weight at Morgan Stanley on valuation.

• Ferris Baker cut Unica Corp (NASDAQ: UNCA) to Sell from Hold following the company's announcement that it has dismissed auditors Ernst & Young. Montgomery downgraded Unica to Hold from Buy on valuation.

• International Paper (NYSE: IP) was downgraded to Neutral from Outperform at Credit Suisse on valuation.

• UBS downgraded the Apartment REIT sector to Underweight and downgraded BRE Properties (NYSE: BRE), Camden Property Trust (NYSE: CPT) and Meruelo Maddux Properties (NASDAQ: MMPI) to Neutral from Buy...

OTHER DOWNGRADES:

• JP Morgan cut Moody's Corp (NYSE: MCO) to Neutral from Overweight.

• Lehman downgraded Powerwave Technologies (NASDAQ: PWAV) to Equal-Weight from Overweight.

• Goldman downgraded Target Corp (NYSE: TGT) to Neutral from Buy.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

MOST NOTEWORTHY: New York Times Co (NYT), New York Community Bancorp, Inc (NYB), Cadbury Schweppes plc (CSG), International Paper Co (IP) and TurboChef Technologies, Inc (OVEN) were today's noteworthy upgrades:

• JP Morgan upgraded shares of the New York Times Co (NYSE: NYT) to Neutral from Underweight to reflect easier advertising sales comparisons the rest of the year and the possibility for a stepped-up buyback program.

• Friedman Billings upgraded New York Community Bancorp (NYSE: NYB) to Market Perform from Underperform with an $18 target.

• Bernstein upgraded shares of Cadbury Schweppes (NYSE: CSG) to Outperform from Market Perform and revised its sum-of-the-parts and "real options" analysis. The firm still sees major upside and limited downside at these levels.

• Matrix believes higher selling prices and lower costs are improving profit margins at International Paper (NYSE: IP).

• TurboChef Technologies (NASDAQ: OVEN) was upgraded to Sector Perform from Underperform following Q1 results...

OTHER UPGRADES:

• Citigroup upgraded H.J. Heinz Co (NYSE: HNZ) to Buy from Hold with a $52 target.

• AG Edwards raised Corporate Office Properties Trust (NYSE: OFC) to Buy from Hold.

• Baird transitioned coverage of Pike Electric Corp (NYSE: PEC) with an Outperform rating, up from Neutral.

• Medical Properties Trust, Inc (NYSE: MPW) was upgraded to Buy from Hold at Stifel.

• Buckingham raised Eaton Corp (NYSE: ETN) to Strong Buy from Accumulate.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

MOST NOTEWORTHY: First Data Corp (FDC), Pinnacle Entertainment, Inc (PNK), Cephalon, Inc (CEPH) and Verint Systems Inc (VRNT) were some of today's downgrades:

• UBS downgraded First Data Corp (NYSE: FDC) to Neutral from Buy following the acquisition by KKR.

• Pinnacle Entertainment (NYSE: PNK) was cut to Hold from Buy at Matrix USA, as the firm believes post-hurricane reconstruction efforts are leading to significant capital expenditures, which limits upside.

• Cephalon Inc (NASDAQ: CEPH) was removed from American Technology's Focus List with shares up 15% in three weeks as the approval of Nuvigil without a Black Box warning has passed.

• JP Morgan cut shares of Verint Systems (NASDAQ: VRNT) to Underweight from Neutral, citing risks and costs associated from the Witness Systems' (WITS) acquisition.

OTHER DOWNGRADES:

• Labor Ready, Inc (NYSE: LRW) was downgraded to Sell from Neutral at Goldman based on the slowdown in U.S. residential construction activity.

• Citigroup downgraded International Paper Co (NYSE: IP) to Hold from Buy with a $39 target.

• Bernstein cut MedImmune, Inc (NASDAQ: MEDI) to Market Perform from Outperform.

• Sanders Morris downgraded Dreamworks Animation SKG, Inc (NYSE: DWA) to Neutral from Buy on valuation.

• JP Morgan downgraded Icagen, Inc (NASDAQ: ICGN) to Neutral from Overweight.

• Friedman Billings cut CompuDyne Corp (NASDAQ: CDCY) to Market Perform from Outperform following Q4 results.

• Roth Capital cut LivePerson, Inc (NASDAQ: LPSN) to Sell from Hold.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

MOST NOTEWORTHY: Rivals Coca-Cola Co (KO) and PepsiCo Inc (PEP), as well as General Mills (GIS), were today's notable upgrades.

• Goldman Sachs upgraded both The Coca-Coca Co (NYSE: KO) and PepsiCo Inc (NYSE: PEP) to Buy from Neutral: The upgrade for Coca-Coca was to reflect the company's recent strong results, and Pepsi's upgrade was to reflect Gatorade's expected profit re-acceleration by the second half of 2007.

• General Mills Inc (NYSE: GIS) was upgraded to Market Perform from Underperform at BMO Capital Markets with a $58 target based on achievable outlook and absence of any negative catalysts.

OTHER UPGRADES:

• Bank of America upgraded Colgate-Palmolive Co (NYSE: CL) to Buy from Neutral with a $74 target. The firm believes Colgate's long-term growth rate can accelerate to 12-13% from 10% on margin upside.

• Prudential upgraded shares of Avon Products Inc (NYSE: AVP) to Neutral from Underweight to reflect the company's improving fundamentals; the firm believes that news over the last six months has been getting more positive.

• Buckingham upgraded Tween Brands Inc (NYSE: TWB) to Accumulate from Neutral.

• CIBC upgraded Cablevision Systems Corp (NYSE: CVC) to Buy from Hold. Raymond James raised Lithia Motors (LAD) to Strong Buy from Market Perform following its Q4 report and guidance.

• First Albany upgraded Stamps.com Inc (NASDAQ: STMP) to Buy from Neutral, with a $19 target.

• Deutsche Bank upgraded International Paper Co (NYSE: IP), Packaging Corp of America (NYSE: PKG) and Smurfit-Stone Container Corp (NASDAQ: SSCC) to Buy from Hold. The firm believes momentum is turning and backlogs and pricing are emerging from the winter doldrums stronger than expected.

Analyst summaries provided by TheFlyOnTheWall.com (subscription required).

Numbers are Actual vs. Estimate

Excellent Reports

• Goodrich Corp. (NYSE: GR) 78c vs. 67c
• Goodrich profits increased on a jump in sales of aircraft equipment to Boeing and Airbus. The company said margin expansion associated with sales growth and improved operating efficiencies are primary reasons for a continued positive outlook.
  

• International Paper Company (NYSE: IP) 47c vs. 35c
• The company's profits rose on a gain from the sale of its U.S. forestlands and a strong operating profit from its industrial packaging unit. IP is transforming operations to focus on its global uncoated papers and packaging business.
  

• Starwood Hotels & Resorts Worldwide (NYSE: HOT) 92c vs. 73c
• Higher room rates helped to contribute to a strong quarter for the parent of hotel chains including St. Regis, Westin and Sheraton. The company has been enjoying strong travel demand and limited growth in supply. It has also been selling hotels and retaining management contracts to free up cash.
• Electronic Arts (NASDAQ: ERTS) 63c vs. 57c
• The video game publisher had a 38% drop in quarterly profit but beat Wall Street targets, overcoming investor anxiety that holiday shortages of new video game consoles would hurt sales. Shares rose 6% on the news. Company CFO Warren Jenson said EA was entering a growth period.

Futures are positive in early morning trade, pointing to a higher start for stock.

Today investors will analyze the data from the retail sector, they will look at some economic indicators for an idea about employment, inflation and productivity. Strong retail sales could help the market rally, as are the falling oil prices of this morning.

This morning, some retailers have already reported same-stores sales and the market is now looking for a 3.4% rise in October for the industry, or a 4.9% increases ex-Wal-Mart Stores, Inc. (NASDAQ:WMT). Wal-Mart said last week it is expecting a 0.5% gain in same-store sales (sales at stores that have been open at least a year). It had just reported as expected.

Already reporting sales data this morning are Costco Wholesale Corp. (NASDAQ:COST) with a 4% rise, Pier 1 Imports, Inc. (NYSE:PIR) with an over 13% decline in sales, and American Eagle Outfitters, Inc. (NASDAQ:AEOS) that reported an 8% jump in same-store sales last night. AEOS also raised third-quarter earnings guidance. The stock might still be under pressure as some were expecting a 10% rise in sales. Walgreen Co. (NYSE:WAG) Oct same-store sales rose 11.4% and J.C. Penney Co.'s (NYSE:JCP) sales rose 8.1%.

This morning, some economic data is also due out. First, weekly jobless claims will be released at 8:30, but investors are waiting the main job report tomorrow. Also at 8:30, third-quarter productivity and unit labor costs will be reported. Unit labor cost could give investors a better idea about inflation, so barring any surprises, this is the number to watch out for. Finally, at 10:00, September factory orders are due. The European Central Bank makes its decision on interest rate today.

Top news stories this morning:

According to the Wall Street Journal, Tribune Co. (NYSE:TRB) said that due to low bids, it is now prepared to sell parts of the business and will consider offers.

Unilever NV/PLC (NYSE:UN, UL) reported a third-quarter profit drop of 48% after one-time gains from asset sales. Sales rose 1.6%. The figures were at the top end of market forecasts. Unilever shares were up over 4% in Europe.

Reporting today:

• Caremark Rx Inc. (CMX) - 63 cents per share for Q3.
• CVS Corp. (CVS) - 32 cents per share for Q3.
• International Paper Co. (IP) - 43 cents per share for Q3.
• Whole Foods Market Inc. (WFMI) - 29 cents per share for Q4.

Other stories:

Electronic Data Systems Corp. (EDS) reported third-quarter after the bell yesterday with profit climbing sharply to 24 cents per share on a 9% increase in revenue of $5.29. However the company said contracts for future work declined. Analysts were expecting 20 cents per share.

Apple Computer, Inc.'s (NASDAQ:AAPL) new iPod Shuffle will arrives in stores this Friday, tomorrow.

Goldman Sachs upgraded Dell, Inc. (NASDAQ:DELL) to neutral from sell.

General Electric Co. (NYSE:GE) has signed a $300 million deal with a Chinese company to make jet engine parts for it.and French engine maker Snecma.

In the auto industry:

• New car registrations in Germany are expected to have risen in October with foreign automakers boosting their share of Europe's biggest car market to 36.1%.
• Advanced Auto Parts Inc. (NYSE:AAP) reported Q3 (ending Oct 7) net income dropped to $58.9 million, or 56 cents a share but it includes 3 cents a share in stock option expense. Revenue rose to $1.1 billion from $1 billion. Analysts expected earnings of 54 cents a share. The company also lowered Q4 guidance.

Following Baidu.com, Inc.'s (NASDAQ:BIDU) earning, yesterday I revisited rumors of Google, Inc. (NASDAQ:GOOG) or Yahoo!, Inc. (NASDAQ:YHOO) buying Baidu.

Google is releasing a new version of its mobile email today.

Yahoo is going into the food business starting a site offering thousands of recipes, advice from chefs, video cooking guides and easy-to-use Web tools to help cooks answer the daily question: What's for dinner?

Hewlett-Packard (NYSE:HPQ) will have a fourth quarter earnings call on Thursday, Nov. 16, 5:30 p.m. ET/2:30 p.m. PT here.

Wendy's (NYSE:WEN) is offering DVD movie kiosks at its restaurants.

In Pharma: Global pharmaceutical sales grew 5% in the 12 months to August in leading markets, the same rate as recorded a month earlier. Pfizer Inc's (NYSE:PFE) Lipitor cholesterol pill remained the top-selling drug with sales of $11.6 billion.

Russian oil output fell again in October partly because the country and Exxon Mobil (NYSE:XOM) holding back the start up of full-scale production due to differences.

XM Satellite Radio (NASDAQ:XMSR) and Cingular Wireless (held by AT&T (NYSE:T)) announced a partnership to stream 25 XM music channels to Cingular handsets.